Freedom's Wings
by Dis da Geek
Summary: She was taken. Then she was homeless. Then she was... changed. Kate Smithton's life is shrouded in mystery and chaos, and she doesn't remember any of it. All she knows is that she's different, in more ways than one. Loki could care less about some mortal girl, but assisting Thor is part of his punishment. Natasha can't help but recognize this girl's fear as her own.T for violenceAU
1. Chapter 1

Freedom's Wings

Chapter 1:

Her head hit the wall hard. A blurry form above her yelled unintelligibly. _Why? Why is he yelling at me? Have I done something wrong?_ She thought. Matted brown hair shielded her grubby face.

"Are you even listening moron? Anything in there? No? That's what I thought!" he spat at her. She studied the hems of his jeans. Her vision focused, and then clouded again.

Her heavy eyelids started to slide down; so tired, so hungry, for so long. Did it matter that he yelled at her? Could she just stay here in this calm? All the pain would be gone if she just gave in… The thoughts in her head started slithering together, when he backhanded her.

A terrible blood curdling shriek ripped from her mouth. How dare he?! Suddenly her eyes opened wide. With a strong sure swipe, her claw-like nails raked the side of his face. Blood gushed and fell to the ground. A terrible pleasure welled in her chest from seeing his pain and fear. Maybe the grime under her nails would infect his wounds. This bully deserved pain. She would waste no time in giving it to him.

"You little snake!" he screamed. His large meaty hand went to seize her arm, but it was too late. All the pent up anger, fear, and madness erupted inside. Before anyone could blink she had the cruel boy on the ground writhing and screaming in pain. The strength she possessed shocked the hall into silence. Then the shouting resumed. The girl on the ground was deaf to it. A rushing noise filled her ears. The jaw marks on his shoulder started to swell from her hard bite. The way his skin so easily broke when she ripped at it fascinated her. She dug in, relishing in his screams.

One thought went through the deranged girl's head: kill. She was kicking and clawing. Other students screamed. "I'm getting a teacher!" one girl yelled hysterically. This just goes to show how serious the situation was. All the students at Jackson Middle had a mutual hatred of the teachers.

"Let go! I said let go you insolent wretch!" yelled a gruff female voice. All the energy in her drained away, however, her anger didn't. With a mighty tug, the woman wrenched the feral girl off the boy. The enraged girl shot venomous looks at anyone who even twitched. A low cackle filled her throat. Students shot her disturbed looks.

"Get that demon away from me!" he yelled wildly. Another teacher came and told him to calm down in a low voice. One of his shoes slipped off. It landed in front of the girl's hands. She couldn't resist chucking it at his bloody face. A deranged laugh followed the thud the boot made when it collided with his fat forehead. He wore a shocked expression.

"It's alright Bryce. Come on. We need to get those scratches cleaned up." She murmured just loud enough for the girl to hear.

"They're probably already infected." whispered a friend of Bryce. The savage girl turned to look at him snarling. He backed away with a nervous shudder. She then looked at Bryce again, and smirked at his weakness. She had gone through much worse than a few scratches.

Coach Marsh, the woman holding the girl, looked at her and said, "Kate, you've done it now." The gray haired woman had a grim look on her face along with…pity?

Kate didn't care. She didn't care that the other students at Jackson Middle despised her. She didn't care that her hair was knotted and tangled. She didn't care that she hadn't changed her clothes in weeks. She didn't even care that her wrist was bleeding freely. It wasn't like anyone else cared so why should she? She doubted the Coach would even care if she dropped dead at her feet.

The coach marched her through the group of muttering students. Coach Marsh snapped at a few to go back to work, but no one bothered to heed her. She even went so far as to shove a few away from her. All that did was raise the volume of muttering.

Kate's feet hurt. They always hurt her now that her shoes were gone. A young girl in a back alley she had met only a few days previous needed them more than she. The little girl had been crying. Kate couldn't take care of her. There wasn't enough food for one person, much less two. So she had given the girl her shoes, the only thing she could live without. She started to regret her choice. The cold, hard tile made her ankles sore not to mention filthy. Even though Kate's entire body had been covered in a layer of filth for months now, she had still managed to keep her feet clean.

"You stupid girl. You should've just let me handle him." Coach Marsh accused her. All Kate did to respond was hiss and spit on her shoes. This earned her a kick in the shins. Kate didn't even whimper. Like Coach Marsh would have cared. The woman hated everyone. Rumor was she had tabs on all the students she hated just so she could threaten them. No one doubted it.

Kate knew where she was headed; the Principal's office. With a venomous glare, the coach roughly pushed her into the sterile room. White walls, pale carpet, and a dead cactus filled the small dingy room. Kate still wasn't sure how he had killed the cactus. In the middle was a handsome oak desk partnered with an ugly swivel chair. Principal Blair had spent every penny the school had on his desk. The man in the chair had nothing to boast about his looks either; in Kate's opinion at least.

The Principal didn't even look at her as she plopped down in a chair. His tall, obese body seemed to fill the room; the way his thinning hair caught the light made Kate gag. The light revealed globs of greasy hair gel plastered to the roots. There were coffee stains on his shirt and on his pale yellow tie. Kate grimaced at the ruined yellow. Yellow was her favorite color and she hated to see it spoiled.

She tucked her feet into the padded chair to try and warm them. The room was cold. Everything was cold. Even the furniture seemed to look at her coldly. Kate stared at the fresh drops of blood that landed on the pale carpet; her legacy written in blood. How fitting.

"Well Ms. Smithton, you've done it again." He drawled lazily, "First you steal food, then you steal other students' clothes from their gym lockers, and now you've attacked a student with no provocation. The lightest punishment available is expulsion. You will be al-"he was cut off a Kate's growl of anger. "Would you like to try and explain?" he sneered at her, finally looking up. His large pale eyes dared her to speak. Kate loved dares and she rose to the occasion.

"Yes your _highness_ ," she simpered. She smiled inwardly at his furious look. "If the school didn't want food stolen, it shouldn't have left it lying out like that. Those clothes were mine, and I was taking them back. Stacy is so fat; she couldn't have fit into my pants thank you very much. Bryce did provoke me, idiot! He shoved me against the wall and I almost blacked out! He's not going to die because I nicked him!" she screeched. She decided to omit the part about him back handing her. He would have looked at her smugly.

"I don't like you attitude young lady. Stacy did own those pants. You stole them. You did not "nick" him. Your disgusting nails left three inch long gashes on his face, arms, and legs. Heaven knows the shots he will have to have now. His family has been through enough without you adding onto to it!"

Kate scoffed. "What exactly did he tell you about his _family_? Did he mention that his mother is the daughter of a millionaire? Did he mention he gets three square meals a day while others starve? Did he even let on at the fact that he has servants ready to serve him at his beck and call? No. That's what I thought." She said haughtily. He looked completely shocked.

"No he didn't. How do you know that?" he asked.

"I have my sources." In truth, she had seen him enter a large beautiful mansion with his mother. They had arrived in a gorgeous blue Ferrari. Kate had been there that night to look through his trash. Rich people always threw away perfectly good food and never even thought about it.

"Whatever. You may be allowed to finish the school year since two months remain. After that you need to find a new school." He dismissed her from his office. She didn't move. A thousand comebacks came to mind, but only one would do. She called him something that made his face turn purple with fury.

"Get out!" he shouted. She left his office with a smirk.

"Congrats Kate. Now what?" she muttered tiredly. School had been the only place she knew of that would steadily give her a meal. Now, she didn't even have that. This was the only public school in the city.

With nothing to do, Kate looked around tiredly. Her teachers wouldn't miss her. She might as well sleep.

A small bathroom across the hall gave her an idea. She could close and lock the door, and sleep.

Before going in, she checked the halls. No one insight. Good. She closed the door and the lock clicked into place.

* * *

A faint jangling noise reached her ears. "Go away." She murmured. The noise persisted. Kate's heart sped up slightly but she forced herself to calm down. She hid in a stall, not wanting to be discovered.

The door creaked open. "Here you are Ma'am." said a low gruff voice. The light from the hall slid into the small bathroom. The bulbs above the sinks flipped on. One burnt out, giving Kate enough time to hide in the stall further without anyone noticing. She heard an exasperated sigh.

"Thanks." Coach Marsh said, equally gruff. Kate's heart sped up even more. Shuffling footsteps entered the stall next to her. She waited with bated breath for five minutes. Eventually the toilet flushed and the Coach shuffled out. Kate let out a sigh of relief and checked her watch. It was five after four. She'd been asleep for three hours. Not bad. Maybe the diner on Fourth St. would still be open. They normally gave leftovers to anyone who asked.

She cautiously poked her head out of the door. Immediately she pulled her head back in again. Three people stood ten feet away. The Coach and Principal Blair had their backs to her, but the tall black stranger didn't. Was he from child services? Was he going to take her jail, or worse, an orphanage?!

Curiosity and fear fought each other in Kate's head. Like always, curiosity won. Only her eyes peeked around the corner. She studied him quickly.

He stood with authority. Dark wrap around shades covered his eyes, hiding a long scar similar to the ones Bryce would have. His head was bald; it reflected the light from the lamps. He wore black pants, shirt, vest, jacket, shoes, and gloves with finger holes. The clothes didn't seem like they were meant for fashion. A slight bulge on his hip made her suspicious. Could it be a gun? Kate didn't like guns. For a moment she thought he had seen her, but he couldn't have…right? It must have just been a trick of the light.

Her only options were to both leave the cover of the bathroom and hope they didn't see her, which was very unlikely, or wait it out. Kate decided to wait it out.

It was too uncomfortable to hide in the stall again. She needed a new hiding place. Big, wide pipes were suspended from the ceiling. She could get up there if she climbed. With strong hands she silently clambered up onto the pipes dangling from the ceiling. It was warm up here. She wished she could sleep again, but if she fell, she would most likely break her neck and be discovered. She needed balance to stay up here.

The voices of the three adults wafted into the bathroom and to Kate's strained ears. Even though she tried to understand what they were saying, it was too garbled to be of any use. She waited…and waited…and waited…..

 _Did they have nothing better than stand there for an hour and talk?_ Apparently not.

A few words made it to her ears. "Yes she did…I don't know…how soon? Yes…that's not right…oh…" nothing made sense to her.

After another hour of mindless talking came and went; she searched the inside of her shabby coat for something entertaining. During the weeks of living on the street, she had stumbled across a lump of rags. It was a man actually; an old dying man. He had looked at her with pity when he saw her sunken cheeks, scared eyes, and shivering body. "Here, take it. Go on now." he had said in his cracked voice. Winter had already half way gone, and snow had covered the ground in a thick blanket. The coat smelled like dew and earth. He had been barely breathing when she had left. Her skinny legs had taken her to her hide out. A small sheltered area between two city buildings. The inside of the coat was filled with pockets. Most empty, but one held thirty dollars. Kate had also found a bag of rice, a watch, necklace, glove, needle and thread, matches, and switchblade. After the discovery of the switchblade, she had practiced stabbing at targets. Now, she had to wear the coat, because without it, vulnerability crept into her mind.

Since she had acquired the coat, a few more things filled its endless pockets. Rocks, feathers, pencils, and seeds filled a good quarter. She reached into her coat and pulled out vibrant rocks and silky feathers. Her eyes studied all their imperfections. The feathers were tucked away and Kate read the scrawled messages she had written during the times she had been starving. She shifted onto her side, but instantly raised herself up again. A lump had been digging into her shoulder. Her hand felt for a pocket in the shoulder but found none. She carefully slipped the coat off and studied the shoulder.

A bulge in the top caught her eye. Just glancing over the area you would think in was a fold. On closer inspection, a noticeable change in stitching was found. She felt the area. Kate reluctantly tore the shoulder a bit. She would have to sew it back later.

She groped around until she felt a cold object. Very carefully she held it up to the light. It was a USB, an expensive one too. Silver and shiny it glittered with a cold criticalness. A black eagle in the corner seemed oddly familiar. Her brows creased in concentration, but nothing came to mind.

Kate was so caught up in her thoughts that she only just noticed her coat sliding off the pipe. In a flash she grabbed the coat. Unfortunately the damage was done. A rock fell out of a pocket and time seemed to slow down. Her eyes followed it as it neared the ground. The growing dread in her stomach ignited a primal urge to bolt. She suppressed it. It clattered to the floor and a piece chipped off. The talking ceased. Heavy foot falls neared the door way.

Kate inched to where the pipe met the wall, concealed in shadow. _Please, please, leave._ From the vantage point, she saw a long shadow. It was the man. He grunted and picked up the rock. Even though she couldn't see his face, he was studying the walls, floor, and ceiling.

"What was it?" asked the Principal.

"Nothing." murmured the man. Then they left. _Why hadn't he shown them the rock?_

Kate slumped against the wall, relieved. Slowly, her heart slowed down. The only thing keeping her awake was the knowledge that three adults were nearby. This made her anxious. She didn't know why. Kate's disregard for adults was what had kept her from giving in to all the hunger and fear. Adults were the reason for her suffering. If that man had never- no she couldn't think about it. The only good it would do would be to giver herself another panic attack. She didn't need that now.

After another half hour of waiting, the voices were gone. She fell to the floor and landed catlike. Kate winced when something small dug into the pads on her toe. She took a piece of her rock out from under her foot and tossed it away. Gingerly she padded out into the hall and dashed to the school doors. Even though school had been out for hours, the doors wouldn't be locked until midnight.

In her haste to leave, she never spotted the tall dark figure in the shadows, watching.

"Hey. Missing anything?" he asked her. Kate whipped around ready to fight, and stared at the man. He made a show of taking the rock out of his pocket. When his jacket shifted with his movements, she glimpsed a gun and two knives. Why would he need all those weapons, just to go into a school? This was getting really strange. Kate didn't need to get in over her head right now.

" _Sliding the walls to the floor rising, but never speak to the silence leaving it dying._ I wonder what that means." He read from the rock with a pointed look at her. She returned it. Normally she would be outraged that he had her stuff, but he intimidated her. He tossed the word covered rock way out to the left. A normal person would have no hope of catching it. With astonishing reflexes, she snatched it out of the air and hurriedly stuffed it into a pocket; her eyes never leaving the man.

"Good catch. What's your name?" he asked. He didn't even seem fazed by what she had done which stunned her.

"Only if you tell me yours." Kate murmured. He smirked. With the dark shades covering his eyes, she couldn't tell what he was thinking. Eyes are important when judging a threat. She had learned that the hard way.

"I have a friend who would say the same thing. You two would either be best friends or the greatest enemies. My name's Nick." Nick said. _Was he lying?_ Might she believe him? He talked so casually to her. The best liars could talk casually. He seemed as if he lied a lot. No, she decided.

She hesitated. Should she give a stranger her name? "Jennifer." She made up. He knew she was lying. His posture changed immediately. At first it was a casual stance, but now, it was…hostile? No, not hostile, annoyed. So she ran.

Only a city rat would know all the twists, alleys, and courtyards Knoxville City had to offer. That's what Kate was. A city rat. The only thing she could do was run, but to where? The only safe places she could think of were her home, the library, or the city park. She decided on the library. There she could check out what was on the USB.

It took twenty minutes, but she made it. Her hands on her knees, she huffed out the breath in her lungs and sucked in fresh city air. Well, it was fresh for the city.

The library she was at was very nice. There were two libraries in the whole city. She had chosen this one because it was close and she had gotten in a spot of trouble with the head librarian at the other one. She had stolen most of the food in the staff room…and a couple of books. People would be astounded at how much a book sold for on the black market.

When she had her breath back, she entered the library. A raised desk with a kind faced lady barred anyone access.

"Hi young lady, how may I… help you?" when the young lady saw Kate her smile faltered and a disgusted look flashed across her face. Even kind people disliked the homeless. The librarian quickly plastered on a smile again.

"Can I please use a computer?" Kate asked innocently. A little trick to getting what she wanted was she made her voice slightly higher, forced her eyes to go a little bigger, and relaxed her shoulders. These seemingly insignificant tricks would soften a person's outlook on anything.

"Twenty minutes." She said curtly and handed Kate a card. When she snatched her hand back, the woman quickly applied hand sanitizer to her hands and arms. Kate raised an eyebrow at her.

She watched the woman grimace at a speck of dirt on her wrist. Kate dropped the act. "Afraid of a little dirt?" she said sarcastically.

Ms. Germophobic glared daggers at her and quickly typed something on her computer. She then gave a sickly sweet smile, and said, "Fifteen minutes my dear." Kate scowled back. The woman turned to look back at her computer. Kate reached into her nearest pocket and chucked a wad of dirt, hair, and paper behind the smug woman. Ms. Germophobic never noticed. Kate smirked.

She arrived in the computer room. A handful of other people sat looking at different sites on computers. Most of the individuals looked college age or older. Kate was by far the dirtiest and youngest in the area. This attracted curious looks. Each time someone met her eyes, Kate gave a murderous look, something she picked up from a homeless man who had taken her food. She sat in the corner and entered the card into a slot in the computer. It hummed to life. Kate took no time in entering the USB and opening up the first file.

The USB contained data files flashing by along with dates and times. Questions she didn't comprehend appeared. Completely bewildered, she put her default answer: yes. Finally the screen went blank and a message appeared: Access Granted. _Access to what?_ She clicked OK. A page titled "SHIELD Project: Urgent" caught her eye. It was a detailed list of a serum. It listed ingredients, side effects, the end product, and potential subjects. Glucose was the first ingredient. Other components were listed, but she couldn't pronounce any of them. The side effects ranged from headaches to death. No surprise. The end product sounded weird. It sounded like it was describing a human with animal abilities? No way was that possible. Then she saw the potential subjects. There was only one. _Kate Smithton._

* * *

 _I'm back! I've been gone so long and i'm so sorry! My story is back up and running! Please forgive me for everything! Please Comment, Fave, and Follow!_


	2. Chapter 2

Chapter 2:

Loki didn't want anything to do with Midgard, especially go back to the loathsome place. Even though it had been twelve years since his little…incident, the mortals still loathed him. Then again, they had a right to. He had slaughtered hundreds. Even in the most peaceful moments, the screams of hundreds echoed. He sighed. SHIELD had contacted Thor, how Loki didn't know, telling him he was needed. It had something to do with being an Avenger.

The only justification to Loki's going was because he had been ordered to go by Odin. Didn't the old man realize it was a ghastly idea? Hadn't he understood that the mortals that would undoubtedly recognize him would want him dead? No he hadn't. Thor couldn't be happier. The moron was thrilled to return and help, especially with Loki. Even his mother, Frigga, considered it a noble proposition. She had said it would give a chance to see mortals in a new light. Thor had avidly agreed.

"Brother," he had said eagerly, "Now you can know what mortals are like!"

"I already know what they are like you idiot. They're stupid, short-lived, and blind creatures. They make bilgesnipes look intelligent." He spat at him. His shoulders tensed when Thor slapped him on the shoulder. Loki's armor rattled slightly with the impact.

"Please brother, give them a chance." Thor begged. Loki rolled his eyes. _Why should he? They weren't going to._ Thor begging was something Loki loved. Sadly, he couldn't enjoy it in this circumstance.

As much as he despised it, Loki was secretly intrigued with mortals. They rushed through their short lives as fast as possible. Why? Didn't they realize that they inhabited the only realm that never traveled? Didn't they understand their goal should be to travel to other realms?

Both Asgardians approached the bifrost together. The large dome shimmered in the star light. Loki still hated being on the bifrost path. He looked to where he had fallen. He shuddered. The darkness of eternity.

Thor informed Heimdall of where they were going. Heimdall gave his warning. The golden warrior then thrust his golden sword into the slot and in a blast of golden energy, they were transported to Midgard.

Loki's feet touched dense brown grass. The sun's bright light blinded him momentarily. It was hot. Too hot.

"Were in the name of Helhiem are we Thor?" Loki asked, clearly disgruntled.

"I don't know. Heimdall told me he would send us to Fury." Thor said calmly.

Loki was still irritated. Why couldn't he be back on Asgard with his books? It seemed they would be waiting awhile, so Loki took the time to look around. Rolling hills stretched as far as he could see. It was a cloudless day. A slight breeze passed by him. The trees were laden with thick green leaves. A few birds showed off their acrobatic expertise in the air. He was just about to call to Heimdall to take him to Asgard, when he heard a shout.

"Well, hello. Good to see you Thor. Listen Loki, any funny business and I'll personally shoot you on the spot. Got it?" Fury asked. He glared at Loki. He couldn't help noticing that the one-eyed man now wore sunglasses instead of an eye patch. _What had changed to make him re-think his fashion choice?_

Loki gave him a tight smile. "How nice to see you as well, mortal. Shouldn't you be dead?"

"You're about to be. Thank you for coming. Now, we got a situation. A USB was found missing a few weeks ago and-"he was cut off abruptly by Loki. Fury turned to stare at him. "Yes?" he asked.

"You need me to find a worthless piece of mortal technology?" Loki asked incredulously.

"No, that's Black Widow's job. You are here to obtain it. I'll explain more on the way." He signaled for them to come. Thor obliged. Loki reluctantly followed.

The group walked through a small cluster of trees. In the middle of a clearing was a fighter jet. The black metal seemed to suck in all the color. It was already humming to life. They all boarded and it flew into the air. Thor glared at the interior of the aircraft. He had told Loki how he thought it not natural for metal to fly. Like it was natural for an Asgardian to fly with a hammer.

"Let me ask you, mortal, why do you need us to obtain it? Can't you just ask your metal man or your Captain?" Loki asked. He couldn't understand why this mortal was allowed to boss him around.

"Mr. Stark isn't obliged to listen anymore and the Captain is on a different assignment." He stated simply.

"What is on this…USB?" Thor asked. His face was creased in a frown.

"A classified serum to be used by SHIELD. It will help to see if the human genes can be manipulated." He said. Fury started to look uncomfortable. Fury shifted in his seat. Loki smirked. It was time to make him more uncomfortable.

"Who will it be used on? Not one of SHIELD I assume." Loki sneered at the man. This sounded interesting. _Was he trying to lengthen the human life span_?

"No," he said slowly. "We had a large group of potential subjects, but only one was right for the serum. After you acquire the USB we'll have Agent Romanoff go in and get the person." He said. Loki could sense there was more to this story but now wasn't the time to dig up information. He would have to wait.

"Will we be needed for the administration of the serum?" Thor looked curiously at Fury. He ran a hand through his golden hair.

"No. You can go home after." At that moment, they had landed on the deck of the Heli carrier. The many jets that lined the edges all primed for take-off. Pilots and mechanics rushed around, doing last minute checks on the equipment.

"All clear sir!" yelled the pilot. The trio left the jet and headed into the main building. A pilot spotted Loki and jumped in surprise before resting a hand on his gun.

"I can't believe I let Odin talk me into this." Loki muttered to himself. How he hated the way all the mortals glowered at him. It wasn't that he was guilty, but it got annoying. In a burst of magic, he turned the nearest SHIELD agent's hair a rather revolting shade green. She shrieked in alarm. Loki chuckled.

Eventually they ended up in a large conference room. A dozen or more chairs surrounded a large oval table. There was only one occupant in the room. The Black Widow sat farthest from them. She was surrounded by many computers and screens. Her vibrant red hair hung in her face. She muttered to herself. Loki had just sat down and propped his feet on the table, when-

"Fury! I got something. Regionals Library six thirty-four. The file was open for ten minutes. That's enough time for them to copy and send." She said looking at Fury. Then her eyes landed on Loki. A flash of frenzied anger passed through her eyes. Her hand strayed to her holster. What was it with mortals and guns?

"Can you access the computer's camera?" he demanded.

Natasha rolled her eyes and muttered something about not being so demanding. She then stared for another minute at a screen. Her eyes roved from side to side intently.

"There isn't one. If we hurry we could still catch them." She said. She was already at the door.

"All right then. Go!" he said. Loki groaned. At least this time he wouldn't be the one hunted. He vividly remembered that retched arrow being pointed in his face. He growled. Thor gave him an odd look.

"Where is this library?" Thor asked. Agent Romanoff gave directions and he vaulted into the air, swinging Mjolnir.

"Show off." Loki muttered. Even though he had been humbled by his mortal, Thor still had arrogance about him. Loki didn't want to admit it, even to himself, that he was jealous of Thor. Jealous that Thor could fly away whenever he wanted to. If only Loki had had that happy ability in New York those few years ago.

All of a sudden a gun was directed at his head. These mortal weapons wouldn't kill him right away, but they would still be quite painful.

"If you start anything, Loki, I'll shoot. I never miss my targets." She seethed with rage. He smirked at her. Natasha seemed livid. He eyed her finger. She quickly holstered her weapon and jogged off.

"Get in line mortal." And with that he sauntered off to the waiting jet.

The ride to the library was awkward and silent. Agent Romanoff shot him venomous looks every other minute. Loki could care less what she thought. He just wanted to get the job done then go ho-…he had almost considered Asgard home. Asgard wasn't home. Asgard was where he was forced to live until otherwise. His thoughts persisted to get darker as he stared at the sky.

The jet hovered over the top of the library. Loki watched Black Widow leap out and land on the flat roof. He quickly followed.

Thor was already waiting and watching the sidewalk below intently. His eyes wandered along the street. Loki sidled up next to him and peered over; nothing interesting except mortals scurrying around.

The city was filled with cars honking their horns. A bridge crossed over a railroad platform. Shiny windows reflected the sky above and the chaos below. Loki noticed how this city was much smaller than New York, but still harried.

"Six thirty-eight. Whoever has the USB should still be in there. Thor you watch up here. Loki I want you to stand next to that car. Look like a mortal too." She demanded. Thor just absently nodded. Loki immediately stared at her.

"And what are you going to do oh high and mighty Agent?" he asked her. Her cold eyes turned to look at him. How he loved playing with people, especially mortals.

"I'm going in there to see if anyone is still on the computer. You're here to make sure they don't escape. Now go!" she yelled. Loki rolled his eyes. Romanoff was so demanding. One day she would be dead and he wouldn't have to deal with her any more…not that he was planning anything…maybe.

He jumped two stories to the ground. No one saw. In less than a minute Black Widow was next to him, rolling up a cable into her belt. With his magic he made an outfit similar to the one a man a little ways away was wearing. He then waited. Loki looked up at Thor on the roof. His great oaf of a brother loomed over the sidewalk. Thor had never understood the concept of subtlety and stealth. He never even noticed the strange looks he was receiving from the mortals below.

"Mommy! Mommy! Is that the man who destroyed New York?" a high childish voice squeaked. Loki looked around furiously. He then relaxed when he noticed the child pointing at Thor. The child's mother just nodded without looking up, tugging the small girl into a book store. Perhaps it would better if Loki wore a hat. In a moment he had a dark green baseball hat in his hand.

Loki was soon uninterested. He idly watched a mother scold a young boy for hitting his sister. With a flick of the wrist, the boy slipped, pulling his mother down onto the ground with him. Suddenly the girl was jumping around other pedestrians and spinning like a top. Loki couldn't hide his grin. He snapped his fingers and it all stopped. The little girl looked around anxiously. The young child noticed him watching. She saw Loki and glared at him. He glared back. Her courage faded and she ran to her mother who had resumed her scolding.

The doors to the library burst open. A terrified looking girl rushed out, followed by a man in the clutches of Agent Romanoff. The girl ran directly into him. She stumbled to stop herself. He gaped at her in alarm. Her deep brown eyes were flecked with gray and green. What a strange combination. Anger soon replaced his surprise though. The temptation to use his magic on her increased. Maybe he would change her eye color to something ugly, pink perhaps.

"Watch where you're going you filthy mortal girl!" he snarled at her. He fully expected her to look even more scared. She looked at him furiously. Her gaze penetrated his. Loki readied himself to perform the magic, and then suddenly, she was gone; dashing down a street and into an alley.

He shook himself out of his daze and watched the Agent propel the poor man into a wall. Natasha had his arm twisted behind his back. Every time he stuttered she applied more pressure until, there was a crack. The man's whimpers of pain couldn't be heard over the hustle of the street.

"Where is the USB?" she hissed at him.

"I…I…I swear I didn't know I-w-w- would get in this much trouble! Professor Harold said the essay would… would determine most of our final grade! It was j-j-just under his chair! I'm sorry! Please don't arrest me!" he stuttered for words. The Agent holding him looked furious. She beckoned to Loki. He rolled his eyes and ambled over. She demanded he explain about the USB. The man wasn't lying. His ice blue eyes swept over the young man critically.

"Fine. I believe you." She then promptly knocked him out. He crumpled to the ground in a heap. The trash cans covered him screening him from view. No one would find him for a while.

"I checked the entire log off times. There were two. One was his and the other was some girl's… I never even considered…" her eyes widened. "Did you see were the girl went?" she demanded. The agent's eyes studied the area.

"Well, she barreled into me, then ran down there…" he pointed lazily in the direction the filthy girl had gone. Agent Romanoff took off down the sidewalk. Thor quickly ran across the roof tops.

Loki walked after her. The girl couldn't have gone far. There was no way she would hide very well anyhow. The busy people in the city never noticed the god wearing a baseball cap strolling through their midst. If they did, they cared to find out who he was.

 _This place is disgusting._ He wrinkled his nose at a hot dog crawling with maggots. Trash bins filled with rotting food released acrid fumes into the air. Cigarette butts littered the ground. The smoke they released made Loki's head pound and spin. _What a disgusting habit._ He thought as he watched a teenage boy sit, smoking.

He walked down the alley. A large green smelly trash can had been moved out of the way. It had been blocking a narrow side alley. He continued down it avoiding the rotting food and garbage. Mortals were so messy.

He came to a small narrow courtyard. No doors entered any of the surrounding buildings. This meant only the girl and a few others knew about it. He heard snarls coming from the corner of the enclosure. The ground was hard packed dirt. A twig cracked under his boot.

A small cave like area screened by wild bushes rested in a corner. He saw Agent Romanoff holding a gun. It was pointed directly into the middle of the unkempt shrubbery. Snarls could be heard coming from inside. It looked like the den of some fierce animal. It definitely sounded like it.

"Give me the USB. I won't hurt you. Just give me the USB." She repeated in a calm voice over and over. Thor stood above on the edge of a building. He had Mjolnir ready. Loki scoffed. Did he really think he would need it to take down a weak mortal girl? The snarls and hissing continued erupting from the bushes. A few words were mixed in. Since nothing was happening he approached the plants, only mildly curious.

He stood next to Agent Romanoff. The top of the shrubs were covered in card board and plastic wrap. A wide hole granted access to an area the girl crouched, ready to attack. She crouched in a tiny dip in the ground. The depression lined with rocks, roots, leaves, and soiled blankets. She brandished a switchblade at the woman above her. She took no notice of Loki. The way her eyes roved in her head gave her the appearance of a cornered cat.

"It's alright. Come out I promise I won't hurt you." She continued to reassure the girl. He rolled his eyes. If you pointed a gun in a person's face they won't very well trust you. Loki studied the girl further.

Her matted hair fell to her shoulder blades. Her tresses streaked through with muck and grime. The hands gripping the switchblade had long nails covered in blood and dirt. Her large eyes portrayed horror and rage. She continued to hiss and growl at Romanoff.

"You can't take me!" she screamed in fright at the Agent's sudden shift in movement. Romanoff stopped talking and lowered her gun slightly. A look of deep confusion filled her face. The gun she had previously been aiming at the girl was tucked out of sight. She squatted down to the girl's level and looked her in the eyes. The girl flinched and scooted farther back into the den. A jagged ray of sunshine illuminated the girl's clasped hands. That's when Loki noticed her bloody wrist. Concern washed over him for the girl. He had thought her pale skin and shaky stance was out of fear, not blood loss. He could tell that her wrist hurt terribly, as she favored her left hand.

"Who said we would take you?" she asked curiously and quietly. Romanoff didn't seem to have noticed the puddle of blood under the girl. The girl swallowed. She seemed to be fighting an inward battle.

"I saw what was on the USB. You can't take me. It can't be legal." She shrieked hysterically. Tears started to well in her eyes. Her breath hitched in her throat when she saw Loki. She quickly looked away and stared into Natasha's eyes. Her body shuddered with every deep breath she took.

"How many of you are here? You can't experiment on me! Just go away!" she howled into the air. The tears she had been holding back flowed freely down her face. She fell to her knees in exhaustion. The blood loss had finally gotten to her. The firm grip she had had previously on her blade slackened considerably. She looked to Loki, pleading silently with him not to take her; to leave her alone. He looked away. He didn't want to have her pleading face in his dreams tonight.

Something seemed to dawn on Romanoff's face. She closed her eyes and took a deep breath. She eyed the girl pitifully for a few moments. Then she pulled out a different gun and put a long feathered dart in it. She didn't even have to aim.

"I'm so sorry Kate." She said.

"Why woul-?" before the girl could answer, Romanoff shot her. Tranquilizing liquids flowed through her bloody wrist, taking effect immediately. The girl gasped, then the blade dropped from her hands and she keeled over. Her eyes only partially closed. The dart protruded from her wrist; the blood staining the white feathery end. The girl, Kate, still cried, even in her drugged sleep.

"What did you shoot her with?" Loki asked shocked.

"A tranquilizer. She'll wake up in two hours or so." Romanoff's face looked sad. Loki didn't understand why. Why would the girl think they were taking her? Then a horrible thought struck him. Could Fury be testing the serum on her? Fury had the audacity to test it on a child? To Loki that seemed barbaric. If they were going to test it, let it at least be on a willing adult. This child was so innocent and pure.

Thor landed next to Loki. He gazed at the unconscious girl.

"Why was she screaming at you like that?" he asked Romanoff.

"She's Kate Smithton. The only valid subject for the serum. I didn't think she'd have the USB. It wasn't supposed to go this way. Too late now though." She sighed. She reached into a pocket and pulled out a cell phone. She dialed a number and walked away.

Thor looked at the girl. He reached into the bushes and pulled her out. Loki saw with disgust that her bare feet were bleeding and infected. Thor picked her up and held her. Kate's head rested gently on his armor. A shuddering breath left her small body. She looked very much like a cat now, in his massive arms. The brown ratty coat she wore fell down to her knees. The bottoms of her jeans had dark brown stains.

"How old do you think she is, Loki?" he murmured. His hand gently brushed some of her hair out of her face.

"How should I know?" Loki snapped back. Thor looked at him surprised.

"Aren't you sorry for her? She can't be older than Torunn." Thor spoke sadly. She did remind him an awful lot of his own daughter. He absently wondered what Jane would be doing right now.

"Why should I be? I have done my job, now I would like to return to Asgard." He shot back. Thor sighed. Kate twitched slightly.

"Alright let's go. Fury isn't too pleased, but he's sending a car." She looked slightly frustrated. "What's that in her hand?" Romanoff asked, pointing to the girl's tight fist. Loki pried her hand open none too gently. A silver USB fell out of her grasp and clanked onto the ground. Black Widow reached down and held it to the light.

"Well at least we got what we were looking for." She said. Natasha studied the girl in Thor's arms, a frown tugging at the corners of her mouth. She shook her head and turned crisply to Thor, giving him directions to the car. Loki still didn't understand the big deal. Why where both of them sorry for her? She was just a mortal girl.

Thor flew over the buildings leaving him and Romanoff alone. Loki took one last look at the hole. A small black picture frame caught his eye. He reached into the hollow and held it. The picture was of a family. Two little boys stood in front; one with red hair and the other with pale blond, both boys wore identical looks of mischief and carefree attitudes. A girl stood in between them holding a baby, she looked happy and healthy. In the back, their parents beamed proudly at the camera. He pocketed the photo and walked over to the Agent. He thought over the picture. It can't have been taken more than a year ago. The girl holding the baby had obviously been Kate. She had been very pretty in the picture, and slightly curvy. What had happened to her family?

"I can't believe this." Natasha muttered angrily. "How did she even get the USB?"

"If you are expecting me to answer you are sadly mistaken."

"I wasn't talking to you Loki. I was talking to myself." She hissed back at him.

"Fine." He said.

When they got back to the library, a car was waiting for them. As soon as they were in, it took off.

The drive was in silence. Tense silence filled the car. _Time to have some fun._ Loki thought. He started to play with his magic. At first it was just to manipulate small things; pencils, rocks, his hat, and a watch on Kate's non-bloodied wrist. When he tired of those he looked at Thor with a mischievous smile. He turned his brother's cape bright orange. It took the thunder god a while to notice. When he did he shouted at Loki to turn it back to red. Loki finally did, but left a spot on the back orange.

Kate lay curled up in a seat. Loki snapped his fingers quietly and her feet instantly healed. The new skin was a polished pale pink. He quickly checked to make sure no one noticed. He didn't really care about the girl, but her feet had made him nauseous.

"My dear Black Widow, where are we going?" Loki asked. They had been in the car for thirty minutes.

"The nearest airport." She replied curtly. Loki rolled his eyes, clearly bored.

The airport they arrived at was small. A few people stood outside checking papers.

Thor still carried the girl. They walked into the lobby, sat down, and waited. The agent took out a wad of chewing gum and occupied herself with that. Thor looked at a pamphlet about a zoo, the girl asleep at his feet. Loki stared at Kate. He couldn't understand why humans had to experiment on each other. He knew Captain America had been experimented on and changed. The great green monster was poisoned by gamma radiation. Even the metal man had implanted himself with a device. Although, Loki had heard he no longer needed it.

When Fury walked through the lobby doors, Loki noticed he was angry. The man stared at Kate grimly. He didn't seem pleased to see her. Anyone would have thought she was a convicted homicidal maniac by the way he gazed at her.

He motioned for them to follow. All three got up, Thor picked Kate up again. Fury led them outside to a jet.

"I thought my orders were to get the USB and wait to get Kate until the serum was ready. It seems you got both. So, you did get the USB, right Romanoff?" Fury asked.

"Yes sir, including the girl. She had it. You didn't lie when you said she could be feral." Black Widow smirked. The cold woman didn't seem to take most of Fury's rants seriously.

"Wait, she had it? How did she have the USB?" asked Fury shocked. Loki chuckled at his expression. He had assumed the director was never surprised.

Everyone turned to look at Loki. He just smirked and examined his nails.

"I don't know sir. She was shouting at me to not take her. At first I didn't understand. Then she mentioned looking at the content." She finished.

"Why are you using the girl for your experiment?" Thor asked quietly.

"Well, that's a long story Thor. Basically we compiled a list of people with more, feral genetics. That turned out to be close to three million people. We narrowed it down until we had three kids. All the same age. We chose her because her genes were more likely to be manipulated and…she is homeless. Not many people notice when a homeless person goes missing. It helped that she was just expelled earlier today from her school." He explained. Thor looked shocked as well as confused.

"How did she get herself expelled?" Romanoff asked.

"She attacked a student. He had three inch long gashes everywhere. She gave him a black eye, broke his nose, knocked out two of his teeth, sprained his wrist and shoulder, and bit him three times. She's as feral as they come. Her Coach even said she had him on the ground faster than she had ever seen." He looked at her gloomily. Why was everyone so sad for her?

"I already like her." Romanoff whispered.

"Trust me she has an attitude to match." He added. Fury rubbed his head distractedly.

"What happened to her wrist?" Loki asked.

Fury shrugged. Natasha muttered something about scratches. Thor didn't even look.

Loki wasn't sure how he felt. Sad? No, but he didn't feel nothing for the girl. He just wasn't sure what he felt.

The group remained silent; everyone in their own thoughts.

The jet landed, they disembarked, and entered the main building on the Heli carrier. While Fury headed off to talk to Banner about the serum, Natasha headed down stairs to fiddle with her guns. Having nothing better to do, Loki followed Thor as he gave the sleeping girl to a doctor and nurse. They assured them that she would be fine. The doctor carried her over to an empty bed and closed the curtains around it. He exited and two nurses entered carrying clean clothes, bags of fluid, and other medicines.

"Well, brother we can go back to Asgard now." Thor said softly. He stood gripping the railing on the side of the deck. A cool wind blew through Loki's hair. It wasn't enough to stop the heat from getting to him though.

Suddenly, an idea came to him. Loki's face lit up with a grin. "Why brother, don't you want to stay and watch?"

Thor gave him a grim smile. It was decided. They would stay.


	3. Chapter 3

Chapter: 3

The only thing she was aware of when she awoke was breathing. In, Out, In, Out…

Gradually other senses started functioning. First it was smell; the sterile air was refreshing. Then sound; faint beeping and silence; it soothed her drowsy mind oddly. Next, touch; the coarse fabric under her fingers felt pleasant. Finally, it was sight; dim strip lights in the dark grey ceiling.

Something was wrong. She couldn't remember anything. What was her name? Karen…Kasey…Katherine…Kate…yes that was it, Kate. Now the girl knew who she was, but where was she and how did she end up here?

Her memory was muddled. All Kate could come up with were colorful blurry shapes and a baseball cap; a green one. The cap was important, but she couldn't remember why. She tried to lift up off the bed she lay on, but couldn't. She was strapped down. A thick brown band pressed on her stomach. Two similar ones pressed on her legs and chest. Kate's breathing sped up considerably. How did she get here? What was going on?!

"Help!" she screamed to no one in particular. "Help, please!" she finished weakly. Tears ran down her face in rivers. This was too much, too much!

She looked up to the ceiling. Kate forced herself to calm down. Panicking wouldn't help. Her eyes squeezed shut. The last tears slithered out. Her eyes slowly opened again.

When, Kate had got a hold of herself once more, she looked at her surroundings. An enormous mirror made up most of the wall opposite her. Wait, why would a mirror be so large? It wasn't a mirror at all she realized but a window that reflected on her side. Anyone could be watching. How creepy. Her scared face looked back at her. Then she noticed her hair was brushed. It hadn't been brushed for six weeks. The weight of Kate's head felt considerably lighter.

The bed she lay on was shoved in a corner of the little room. There was a sliding door on the wall to her right, with a large eagle logo in the middle. She didn't know if it was locked. She couldn't very well get up and test it.

What she did notice was that everything was grey. Grey walls, door, ceiling, floor, bed, and even the loose shirt and pants she was clothed in were the same dreary shade of grey. Near her head was a towering pole holding bags of fluid. One was clear, another pale green, and the third a freaky shade of purple. Small machines gave readings on her heart beat, blood pressure, blood sugar, and whatever her body was doing at the moment. Kate didn't understand any of the alien numbers, letters, and symbols flashing on the screen.

A feeling of unease swept over her when she noticed that her coat was gone. Not that it would be much use here, but she would've felt better. It would have been something familiar in this cold, monotone room. She lay on her back for what felt like hours. (The cramps she would experience when she got up back on her feet!) Her terror degraded to anxiety, then edgy, and finally bored. As much as she wanted to, Kate couldn't sleep. The nightmares that plagued her during a normal sleep would be even more appalling here, in this new place, especially since she couldn't remember how she got here.

When she did almost drift off, the door slid open. Kate instinctively tried to get away, only to be kept in place by the restraints.

"Good to see you awake, Kate. How do you feel?" a nurse asked lightly. She had a simpering smile on her face, but Kate wasn't going to fall for it. The lady's movements where quick and efficient.

"Where am I?" she asked. The nurse pushed a tiny cart into the room. Her heart sped up when she saw multiple needles arranged on a tray. Kate didn't like needles. "What are those needles for?" she asked. Her voice seemed a little higher than normal. The lady smiled at her coldly, but didn't respond.

Next to the needle filled tray, was a plate of food. A steamy bowl of rice, a Styrofoam cup of water, a chunk of bread, and strips of chicken lay arranged neatly. It looked delicious. The food's aroma outshone the appearance by a long shot. She was salivating profusely. Rumbling from her stomach confirmed her appetite. The nurse noticed her looking at the food eagerly. A sly smile spread across her face.

"Well, Kate you can eat if you promise not shout, hurt anyone and that includes yourself, and if you will answer some questions for Director Fury." She said severely. Apparently she wasn't as nice as she had tried to seem. Kate nodded as fast as she could; she didn't care what the nurse was saying, as long as she could have the food. The nurse unclasped the strap holding her chest down and adjusted the binding at her waist.

Kate snatched the plate out of the nurse's hands and greedily stuffed the bread and chicken into her mouth. The bread was heavy and filling. Moist chicken was rare to come by on the streets, and this was incredible. It didn't matter that there were no seasonings; the meat had always been stolen from her by other starving homeless before she ever got a chance to even smell it. And yet here it was, sitting patiently on a platter. Kate almost expected the nurse to snatch the meat away from her and say it was not for Kate. She eyed the nurse as she munched. The woman just fidgeted with the platter of needles and typed something on a small tablet-like device.

She hadn't eaten this extensively in months. She had always carried a bag of dry rice in her coat, but it was no more than a handful. She would only have eaten it in an emergency. It didn't even cross her mind that the woman hadn't answered her questions. All that filled Kate's head was the knowledge that this food was hers, and no one would dare take it.

When the food was gone, Kate leaned back on her elbows; a contented sigh escaped her lips. Her stomach was full for the first time since… well she couldn't remember and she felt warm all over. The only thing she wanted to do now was sleep, but she wasn't allowed to do that. The nurse pushed her cart into a corner and left. Even the thought of those needles jamming into her skin, couldn't keep her from enjoying the feeling only a full stomach could give. Kate didn't have to wait long before her second visitor came.

It was the tall stranger from school. He loomed over her. Now that she was so close to him, he didn't seem so daunting anymore. If anything he seemed serious and solemn. His eyes…uh eye demanded she pay attention. It was slightly unnerving to see him wearing an eye patch, yet it suited him. Kate could sense a story. What had happened to his eye? He wouldn't tell her most likely. That was his secret to keep. She respected secrets; she had more than a few.

"Good to see you awake. How do you feel?" he asked. He crossed his arms, waiting expectantly.

She contemplated answering his question. She didn't have anything to lose by answering. "Good thank you. Where am I?" she asked again.

"Well, I can't tell you where you are yet, but you are safe. What do you remember before you woke up?" he questioned.

Kate's brows knitted together in concentration. "I remember the fight. I was sent to the Principal's office. I took a nap in the bathroom, but woke up. Then…then…I saw you." She looked at him oddly. "What were you doing at my school earlier today?" she whispered. His brow creased and he looked at her, for a moment. She could practically see the gears turning in his head.

"I will answer any questions after you tell me what you remember." He put a hand out to stop her from asking anything else. She closed her mouth and glared for a moment at the wall before looking back at him wearily.

"Then I sat on the pipes until you had gone." Fury interrupted her. She gave him an accusing look. "So that's where you were hiding!" he said. A smile tugged at the corners of his mouth. Kate opened her mouth to ask about the rock, but knew he would just stop her, so she shut her mouth and continued to tell him what she remembered.

"After that you stopped me, and then I ran to the library to see what was on the USB." Her pulse quickened, it was all coming back now. All the terror for a second time, except now it was worse. The man, who had ordered her abduction, was so close and he could do whatever he wanted to her now. "I opened the first file and it said that…that…that…" Kate had to stop because she started to sob uncontrollably. She looked at the man above her. Her gaze was full of panic. Fury's face tightened. Was he going to hurt her? He was she just knew it!

"Let me go! Please! I won't tell anybody! Please let me go!" she sobbed into her hands. She heard Fury stomp away. At some point the door opened again. She continued sobbing and howling. Her shoulders hit the bed with a soft thump each time a fresh wave of sobbing swept over her. At some point the door slid open again. She didn't even look to see who it was. Kate no longer cared. Couldn't they leave her alone? If they wanted to turn her into a monster, a demon, or a pawn, why didn't they? Did they have to condition her? Was that why they were being so 'kind'? Had Fury put something in her food and water? What if… Paranoid notions chased each other in her head; each nastier than the last.

Then a wave of calm breezed through her. A hand gently stroked her hair and the parts of her face that weren't covered by her hands. The repetitive motions stilled her racing heart. Kate's panicked sobbing stopped. It was changed into quiet tears.

"It's alright sweet heart. Look at me please." A voice murmured gently. Kate shook her head. The person would only scorn her and question her. "Okay. It's alright." It sounded like a woman. She continued stroking Kate's hair until she stopped crying. Kate refused to move her hands. After a while the woman again asked her to move her hands. The fingers covering her face parted slightly, so she could see the stranger.

The woman sat on a chair next to her. She had long red hair. The lady wore a pencil skirt and a chic blouse. She smiled at Kate tenderly. The woman sat relaxed in a chair, one hand stroking Kate's hair, the other resting in her lap. Kate noticed a glittering bracelet hung off her wrist. There was a single pendent; a small circle with a capital P.

"My name's Pepper. What's yours?" she asked gently. Kate was startled into silence. Had she heard her right? _Pepper_?

"Don't you know it? Everyone else does." Kate said rather harshly. Her voice was croaky. Pepper didn't seem offended by her tone.

"I thought you would like me to ask you instead of having me already know it. Kate's a pretty name." she commented in the same gentle voice. Pepper's hands smoothed out Kate's knotted hair. Her hands were soft and gentle.

"Thank you." She said. "Pepper is very different." She added. Much to her reluctance she was starting to trust this vibrant haired woman, but she knew she shouldn't… except her eyes displayed genuine warmth. How can you not trust that?

Pepper gave her an amused smile. "My name isn't really Pepper, but I prefer it to Virginia. I know you're scared and mad, but would you like anything to drink?" she asked.

"Water please." Kate asked. Her throat was very dry. Pepper left the room and Kate thought about her. She seemed genuinely nice. Did the woman really care about Kate or was this just a ploy to get her to open up about the USB? She would ask Pepper.

The red head gave her the cup and she drank the water rapidly. The cold liquid soothed her aching throat and helped settle her nerves. The thought never occurred to her that it could have something in it until after she drank it. _Well, can't do anything about it now._ She thought heavily.

Kate hesitated to ask the question, not sure how to word it. Pepper looked at her keenly. "Why are you being so kind to me?" she studied her cup, not wanting to see Pepper's reaction in case she would see resentment or coldness there. Finally she gave into temptation and peeked at Pepper. She was stunned to see sadness in her eyes.

"Because you seem lost and scared. I can't imagine what this must feel like. There are people here who care about you though. Director Fury, or Nick as you probably know him, does care about you. I know for a fact that Captain America was furious when he found out what happened with you and Natasha." She told her.

"If Nick cared about me he would never have kidnapped me. If what you're saying is true, why am I here?" She said venomously. Pepper looked down at her uneasily. "I can't tell you why you're here, because frankly I don't know why either."

"Who's Natasha?" she added. A sneaky suspicion formed in her mind.

Pepper remained silent. She bit her lip and glanced at the mirror before replying. "Natasha was the one who cornered you." Kate just stared at the glass and glared at it. Her breathing increased. Her suspicion was confirmed.

"Who is watching me?" she demanded suddenly. Kate never stopped glaring at the glass. The rage she felt for Fury ignited a terrible hunger to harm him. He wanted to experiment on her. His cruel, horrible plan was wreaking havoc on her life. He needed to pay for what he had done. In a small corner of her mind, she knew that there was more to this, but the other parts quickly hushed the corner.

In the corner of her eye she saw Pepper raise a hand to her ear and listen to whatever was being said to her. Pepper nodded slowly.

"Right now Director Fury, Captain America, Tony Stark, Bruce Banner, Loki, Thor, and Natasha Romanoff are watching and listening." She replied quietly. Her hand tentatively reached out to rest on Kate's shoulder. She shrugged her hand off, giving her a small scowl.

Kate resumed her hateful stare. She willed her eyes to see past the glass and into the room, but it never worked. "Go away." She said to the glass. She lay back down and tried to curl into a ball before realizing she couldn't. She turned her head to look Pepper in the eyes, trying to understand why she was so genuinely kind, when she must work for Fury. The woman bent over her and kissed her forehead gently before leaving.

Then she lost it. Kate screamed and yelled at the glass. She yelled to it how much she despised this. She screamed at the people she couldn't see to let her go. She threatened it. She made rather rude insults. Kate said anything and everything she could to get across to them all the pain she felt. It seemed she could never stop. Why should she?

A nurse entered the room and Kate hissed at the young woman as she approached. The woman wasn't even fazed when Kate growled at her when she re-adjusted her restraints. The band on her legs tightened slightly, only partially cutting off her circulation. Before leaving the nurse typed something onto a small screen attached to the pole.

Green lights flashed into Kate's face, forcing her to squint. Her ranting continued until her voice started to die in her throat. A liquid rushed through a tube and into her veins. Kate's hearing faded away and her vision blurred. In seconds she was in another drugged sleep.

* * *

Loki watched the proceedings with interest. When the girl had woken up he was curious to see her reaction. He saw how she panicked then got a hold of herself. Fury didn't want anyone to go and talk to her for at least an hour. Loki waited with the others. With the exception of Hawk Eye, all of the Avengers were present. They all gave him distrustful looks.

He knew he shouldn't care about the girl. She was just a weak mortal who would be dead soon enough. All though he couldn't understand why, whenever he looked at her, he felt this horrible feeling of guilt. Maybe it was because she was just a child; maybe because she was so weak. This was the main reason he wanted to remain. To not just see how this disaster turned out, but to sort out his feelings. If he went back to Asgard he would constantly be reminded of her terrified, pleading face.

Loki had enjoyed the reaction of Captain America, when he had found out about Kate being on the Heli Carrier.

"What have you done?" he had shouted at Romanoff.

"I followed orders!" she had retaliated.

"No you didn't Romanoff. Kate isn't ready. She wasn't supposed to start being introduced to the idea for another couple of months." he seethed. "Because of your actions, you are forcing her to make a choice no twelve year old should have to make."

"Oh, so how was I supposed to get the USB then? What would you have done?" she yelled.

"I would have followed orders! Did it ever cross your mind, that knocking her out, could've worked?" he lowered his voice, but he continued to seem agitated. Loki hadn't been intimidated by the Captains appearance, but the look in the Widow's eyes told him enough that she was slightly weary of him.

"Traumatizing her would only result in Kate never trusting us to help her." Romanoff said.

"You may be right, but she is just a girl."

"So? I was trained early on as well. I was younger than her!" she had said. Rogers had shaken his head and walked away muttering something about insufferable agents. Romanoff had of course glared daggers at his back before walking off to go shoot something.

After their little spat, the party of superheroes had gone to the observation room; Romanoff and Rogers, staying as far from each other as possible.

It had been two days since Kate had been taken. A team of doctors had been horrified at the state her body was in. They had been equally shocked at how healthy her feet were compared to the condition the rest of her body. Loki chose not to disclose the fact that he had healed her feet. She had been cleaned and her hair brushed until it shone like burnished gold.

"Would you like a drink now?" Stark asked innocently. Loki turned to him and sneered. He had offered Loki a drink right before his defeat in Stark Tower. Loki would love to see that infuriating tower burn. He felt the urge to punch the ego statistical man in the face. A hit from the god could possibly kill him. What an incentive.

"Would you like to be dead?" he asked, just as innocent. Stark shrugged and walked over to his red headed lover. The woman watched the girl eat and seemed rather concerned for Kate. The way her face creased in pity, made Loki sick. Sentiment was for fools, a fact he had learned in the abyss. He noted that the other men and women gathered had no emotion on their faces what so ever.

He watched intently as Fury questioned her about what she remembered. The girl didn't know that she had been asleep for two days. The deep sleep she had been afforded must have made her memory foggy because her brows were creased in concentration for quite a while. When she started to sob, he felt a twinge of pity, but ignored it. She sobbed and wailed for half an hour before Pepper entered, ignoring Fury's order to leave the pitiful creature alone, and tried to calm Kate down. He heard her tell Kate who was watching. Loki knew the girl would hate him in particular. If she hadn't run into him, she would most likely never have been abducted with as much force.

When Pepper had left, Kate started to shriek. But it wasn't screams of terror. Her screeches were filled with a rage that Loki would never have suspected of a child. He felt the rest of the room shift uneasily. They hadn't thought it possible of her either. Pepper raised a hand to her mouth in disbelief. The obscenities flowing from her lips were directed mainly at Fury. Loki had expected most to be targeted at him, but only Fury was singled out. No emotion crossed his face. He continued to watch her impassively.

Fury told a nurse to sedate Kate again. Her feral reaction to the nurse's proximity amused him, oddly enough. She had stopped shouting. Loki looked away when the fluids rushed into her weak body, not wanting the guilt to start gnawing at him. They all filed out of the small observation room, going their separate ways.

Loki wandered through the halls for a time, thinking about the girl, not too far away. He was just thinking about if he should talk to the girl, when an announcement over the intercom listed several names to report to the conference room. Loki's name was called last. He took his time getting there. It wasn't like he would be asked to discuss, they probably wanted to keep an eye on him even though he couldn't do very much magic.

Odin had fitted him with a special collar that only allowed him small bursts of magic. If he ever needed more than the amount to lift a table, the collar would cut his tie to his reserves magic. Only the All father could grant him access again, so Loki was careful when he used magic.

His entrance was met with exasperated looks from most of the assembled mortals. As he took his seat, Fury turned to glare at him. "I see you decided to show up. I highly doubt you got lost." He said, crossing his arms.

"For your information, mortal, it would be impossible for you to make anything that would make me feel lost. Your experiment does not concern me, but I am mildly curious as to how this disaster resolves itself." He said smoothly. Fury's misjudgment on using a child for his experiment amused him greatly. The man had no idea what would traumatize a child; this certainly would. Loki wouldn't be surprised if the girl was already broken, but he doubted it. She didn't seem like the type to break easily.

"Now that we are all here, we can begin. As you are all aware, Kate Smithton is here much too early. The original plan was to perfect the serum, get her, and then train her. Well, the plan was compromised early on. The USB containing all the information was stolen. We don't know who stole it or how it was stolen. We know that she somehow got her hands on it. Kate was to be brought here at the end of the summer, fully prepared for what was going to happen to her. Obviously, that will never happen.

"I went to go and check on her behavior at her school two days ago. It came as no surprise to me that she attacked a student. Frankly I thought it would have happened more often. I was unaware of her presence in the building during my conversation with her teachers. She dropped a rock with writing on it and when I gave it back to her, she seemed terrified. I don't know why, I suppose it was because she assumed I was taking her away.

"I need you to decide what to do with her. The only options I can think of are to, either wipe her memory and send her back home until she is ready, or keep her here and prepare her sooner. I will let you all decide as you will ultimately be her mentors and trainers." He finished. Fury leaned back in his chair and looked around. The gathering of heroes looked at him for a minute. Loki watched them process this. He already had his opinion, but didn't feel like sharing it at the moment. He was slightly annoyed by the fact that the guards in the room kept glancing at him like he was about to explode.

Captain America broke the silence. "I don't like the fact that she's here, but as she is we may as well prepare her now."

"No. I think we should send her back. You saw what she was like earlier. This would break her." Romanoff shot back at him. The Captain seemed shocked at her ferocity.

"You were the one to bring her in early, Romanoff. I would think you would agree with me."

"I told you there was no other way!" she slapped her hand on the table.

"There is always another option!" he shot back.

"Natasha's right, she's not even a teenager yet." Pepper said calmly.

Loki rolled his eyes as others joined in on the argument. None of them seemed to agree. He glanced at Fury. The man's expression was of boredom. The group of heroes wouldn't work together. He understood the only reason they had come together in the first place was to defeat him; a common enemy was a good incentive.

Loki was tempted to add to their quarrelling. He let the magic flit around his fingers, and then glanced at Fury. The man looked threatening. He laid his gun on the table and pointed his finger at the gun, then Loki. Loki returned the magic to himself, and tilted back in his chair. He couldn't have any fun.

Then Banner said, "Why don't we let her decide?" the group just stared at him. Rogers had his hand in the air, Stark's mouth was open slightly, and Romanoff was half standing.

"Let her decide?" Stark repeated. He finally closed his mouth.

"Well, why not? I mean she might be ready, but we wouldn't know it because she's so shocked and scared by the news that she was chosen to be the subject of a revolutionary serum." He reasoned. Banner waved his hands in the air for emphasis.

"But she is just a child." Thor cut in. "She doesn't know what's good for her. I say we wipe her memory." At that point everyone started arguing again. Loki just watched. He smirked when Pepper started to shout at the Captain for being insensitive. Stark argued with Banner about the affects the serum would have on her unprepared mind. Banner asked him if he knew his serum better than he did. The bickering continued. _Why must all mortal communications evolve to this?_ He thought. Boredom filled his mind. What could he do to make this more entertaining? Mischief filled his eyes. He could turn Thor's cape orange again, or make Stark's hair turn white or even make the Widow slip onto the floor. All harmless pranks, but with so much tension in the air, it would be much more entertaining. Loki hardly noticed that green magic was fluttering around his fingers when someone said his name. The magic instantly vanished.

"Brother, what do you think?" Thor asked loudly. The quarreling ceased and they all looked at him expectantly, including Fury. Pepper's reaction was to stare at him distastefully. He would make her understand he wasn't the monster he once was. Maybe he should volunteer to be Kate's mentor. _What idiotic notions!_ What was he thinking!? He didn't care about her. So what if most of the mortals hated him and considered him a monster. He didn't care. He had changed, and if the mortals didn't want to believe it, then so what.

"Well, to be honest, I don't care. But if you really want my opinion I agree with the great green monster. Let the child decide when you want to turn her into a monster." He smiled mischievously at Banner who scowled at him in return. Fury nodded his head slowly, ignoring the Loki's last statement. Pepper made an outraged noise across the room. A smirk lit up on his face.

"Well, let's take a vote. All those in favor of asking her, say aye." Most the room said aye, including Loki. If he was going to stay and watch, he may as well have a say in the decision. At least here his views were considered and valued to a degree. The council men on Asgard wouldn't consider any of his ideas or views.

"Now that that's settled, who's going to ask her?"

* * *

Kate's drowsy thoughts clarified faster this time. The ceiling came into focus with greater detail. She became aware of the two women sitting at her bedside almost as soon as her eyes had opened. She recoiled away from them slightly when she saw the woman who had had her under her gun. Her weary eyes traveled between their faces, searching for anything she could take advantage of. Sadly, they both had no emotion.

One was Pepper and the other must be Natasha. Pepper smiled at her kindly but Natasha frowned slightly.

"You okay?" Pepper asked. Kate nodded. Then she asked if she could sit up to talk. Pepper adjusted the thick straps. Kate felt slightly sheepish for yelling the way she had the last time, and she was angry she felt that way. They deserved to know what she thought of them! But why did she still feel as if she had done something horrible?

"Thanks. What's happening to me now?" Kate asked bitterly, all embarrassment gone. She knew what they were going to say. They were going to experiment on her now, change her into a monster. She wasn't going to cry again. It wouldn't fix anything.

"Actually we want to know what you think." Natasha said. Kate just gawked at her. "What I think?" she asked perplexed. The woman gave her a cold look that said plainly 'You should have expected this.' Kate gave her a reproachful look. This only made her smirk.

"Do you want to go back to the city or do you want to go ahead with the injection?" Pepper said.

"Why would you send me back?" Kate wondered, her mind whirling. When she had screamed and begged them to release her, they had ignored her pleas. Why would they suddenly ask her if she wanted to leave?

"Some of us, the Avengers that is, believe you should go home until you are ready to begin the training, but most think you should be allowed to choose." Natasha explained. "If you went back, you wouldn't remember any of this. You wouldn't remember finding the USB. We could also arrange it to where you could keep attending Jackson Middle."

Kate thought this over. She could go back to the city. She could continue to get handouts and she would be hungry again. The cold nights would nip at her bare skin, even in summer. The soiled blankets she slept in would still smell terribly like death and sour milk. But she would be safe. She would be ignorant to the coming torture. Was that better? Did she want to be unaware again? No, she didn't. Maybe she wanted to stay here, at…where ever here was. Here she had food and she was taken care of. If Pepper was to be believed, even Fury cared for her. Now that she thought about it, were these people her kidnappers, protectors, or masters? Right now they seemed partially kidnapper and partially protector. This was a lot to take in, but so had the news of her family. She could take this, she just needed time.

"What happens if I choose to stay?" Kate asked. Now, she was intrigued. If they wanted her to choose, then not all the Avengers could be all that bad.

Natasha looked at Pepper. "You would be injected with a serum that would enhance the more animal like genes in you. The end product could vary. You may have enhanced senses, wings, or a tail or a combination thereof." She finished. Kate gaped at her. _What?_

"I would sprout a tail?" Kate stared at them blankly. "That's not possible is it?" she asked. Having wings would be cool. Having a tail would be…strange. She could see the headline now, 'Girl strangled by own tail' and with her luck that would probably happen. The tabloids would have a field day.

"You'd be surprised at how far science has come. Most of the public has no idea about half the stuff we use." Natasha smiled. It was the first time Kate had seen her smile, if it was just a smug one. Then Kate realized she was goading her on to ask questions. This cold, detached agent wanted her ask, to question, to criticize. Kate suddenly started to like her.

"How long do I have to think over it?" she asked. There was no way she could decide in so little time.

"Until tonight, then we decide whether you remain here or go home." Pepper answered. Kate lay back down and started to think. A million questions flew through her head. There was one she really wanted to know the answer to, even if it wasn't relevant to the current topic of conversation.

"Who was the man wearing the green baseball cap?" Kate asked Natasha. His face had been lurking in the corners of her mind, daring her to remember, to question. Natasha had wanted her to ask, so she might as well take the bait.

Natasha's small smile faded. Kate supposed this was not the question she had had in mind. She took a minute to answer. "That was Loki."

"Isn't he the guy who destroyed New York all those years ago?" Kate asked. She had collided with a god?

"Yeah."

"He's also the reason I'm here, isn't he?" Kate glowered at the ceiling.

Natasha smirked. "I suppose he is." They told Kate that some other people wanted to talk to her if she was okay with that. She said yes as long as one of them was Loki. She had a bone to pick with him.

Kate was on her back glowering at the ceiling when a man walked into the room. He was tall, fare haired, and wore a serious expression. Secretly she thought he was rather handsome. His clothes seemed normal enough. When she looked at his face though, a small inkling of pity washed over her. His eyes were old. Not age wise but he had seen much. Ghosts of his past lingered in the pits of his eyes. He also seemed spent. Why was everyone here so tired?

He sat on a chair with his chin resting on his fist. His eyes studied her face. She studied his.

"Hi, my name is Steve Rogers. I'm also known as Captain America." He said. A feeling of awe and embarrassment washed into her stomach. She had a crush on a guy from the 1940's; it hadn't even been five minutes since they met. Typical.

He didn't smile. His expression was natural. Kate liked that. "Hi, I suppose you already know my name and everything else about me?" she asked sarcastically.

"Yeah I do. I am here to talk to you about what would happen after the serum, which is if you survive the process." He said blandly.

"Wait what? I might _die_ during the injection?!" she said incredulously. Maybe she would go back to the city after all.

"Yes," he said slowly, "You know my story right?"

"Yeah, we had to learn about it in school. You joined the military even though they didn't want you to. Then you were injected with something. You became tall and superhuman. Then you were buried under ice, recovered by SHIELD, and you fought in the Battle of New York." She stated. That had been the one time in school she had actually paid attention. She never mentioned that the textbooks hadn't had a picture of him.

"You learn about me in school? That's weird to think about. Did you say Battle of New York?"

"Yeah."

"So that's what they're calling it." He stared at the wall for a moment. Kate waved a hand in front of his face to get his attention. He looked back at her. "When I was injected, I had a very good chance of dying or ending up handicapped severely for the rest of my life. This new injection if much safer, but there is a chance your body won't except it, making it fatal."

"So what happens after the serum?" she asked again. Unease dropped like an ice cube into her stomach. But if this serum was safer than the one he had been given, maybe she would be okay. Kate decided to worry about dying until it happened…which could be very soon.

"You would start training with us, the rest of the Avengers at least. It's probably possible to have others come and train with you." He said. "Would that make me an Avenger?" she wasn't very excited about this. Heroes always got a bad rap. Kate remembered her history teacher ranting about how evil Hulk was. Kate couldn't see anything evil about a man who had helped save Manhattan from the Chitauri. If anything Kate was confused.

"Maybe someday that would happen." He smiled slightly at her puzzled look. He must have thought she was ambitious, because she started to explain why she had asked, but he continued anyway. "Since we don't know what effect it will have on you, I can't really elaborate more than that." He finished.

"Oh ok. So, why does everybody want to talk to me?" she asked. This was, to her at least, the most bewildering thing. She was just a homeless twelve year old. They were the _Avengers_.

"Because we are all curious about you. This is something new." He didn't make it out that they were all sorry for her. She liked that he told the truth as it was.

"They're all watching us aren't they?" she asked, staring pointedly at the glass.

"Yeah, probably."

"It's really unnerving not being able to see who's watching me. Can you make the glass not reflective?" she asked the mirror. She heard Rogers chuckle. She waited a little while, her gaze never leaving the glass. Then suddenly the reflection faded. Her eyes widened slightly as she saw how many people were in the room next door. Fury was standing in front watching her intently. Natasha stood a little behind him chewing some gum and somewhat smiling. She saw some other people she only vaguely recognized. They all watched her carefully. Pepper waved at her faintly. Kate waved back; only to have half the people in the room return the gesture. _Well, that was awkward_.

As she studied the group just as intently as they studied her, she noticed a man sitting in a corner, examining his nails. He wore a green baseball cap. That must be Loki. He looked uninterested. She glared daggers at him. Pepper nudged him and he glared at her until Pepper pointed to Kate. He smirked at her furious expression, and then turned back to his nails. A faint green surrounded them. It must have been a trick of the light because when Kate went to look at his hands further, she noticed nothing unusual. She shrugged it off.

"Alright, so that's my interview done, get ready for the next one." He said and left. Steve extended his hand and Kate made to shake it, but he instead kissed her knuckles. She blushed a deep shade of red. He smiled at her, and then left.

The other interviews passed by relatively quickly. Doctors and scientists alike came to get a good look at her. The interviews themselves went something like this: Both studied each other, the adult asked some questions. Kate asked a question or two. The adult explained a section of the procedure.

Her fifth interviewer was Tony Stark. The first thing she felt was excitement. Tony Stark! He was so cool! She loved watching the documentaries on his suits at school. She would love to ask him a million questions on mechanics but she had an interview first.

He at first seemed to consider her, and then he started making faces at her. She sat there for a minute astonished. Then she made some faces back. He laughed, and she giggled.

"So what are you explaining to me?" she asked. Her serious expression was back. It was strange with the mood less somber, almost like this could be a great adventure, instead of torture.

"I'm here to explain why. We needed someone new to help defend SHIELD." He said.

"Wait, you need a twelve year old to defend SHIELD?" she asked. This was ridiculous. The Hulk was a much better protector than she. He could probably push her over just by tapping her, in the state she was in.

"You won't just be twelve after the procedure. This experiment will do two things. One, it will prove that the human body can be manipulated, and two, you will someday be the next Avenger's leader; sort of what Cap. is right now." He said. She gaped at him. "They said I wouldn't be an Avenger."

"No, he said you might be. You wouldn't have his responsibility for many, many years." He frowned at her slightly. "Do I really look that old to you?" he asked with mock offense. Kate smiled faintly. "Well, you do have gray in your hair."

"Ah. I knew my stylist missed a spot with the dye." He smiled at her again. They both started laughing. "Well, that's my interview bombed." He got up, shook her hand and walked to the door. Before he left he turned around to look at her. He hesitated for a minute, then, "Do you like building stuff?" he asked from the doorway.

"Yeah, sort of. Why?" she asked shyly.

"When this is over, come to Stark Tower and we can build something. I read your art file. Did you really build a robot you could move just by moving a few wires?" He said.

"Yeah. I got bored and I used it to break a kid's pencils." She said. Some guilt trickled into her stomach. Why did she feel guilt in front of these people?! It wasn't in her nature.

"What kid? Bryce?"

"Yeah."

"Oh, ok. Take me up on my offer. It would be cool to see what you can do with proper tools instead of pliers."

"Okay, thanks. Oh and Mr. Stark-"he cut her off immediately.

"You can call me Tony, Iron Man, or Mr. Awesome. Not Mr. Stark." He said seriously. Kate couldn't help but laugh.

"Okay, Tony, Pepper is really amazing." She said.

He smiled. "I know." He left.

She stared at the glass. Fury seemed to be writing something down. No one left the room, but Tony did enter. She watched him walk over to Pepper and kiss the top of her head. Her blush was a deep shade crimson.

Kate had to wait another minute. She didn't have anything better to do, but watch the people on the other side of the window. Tony stuck his tongue out at her and Natasha jabbed him in the ribs, and his look of mock pain made her laugh. Kate didn't doubt Natasha was telling him to be mature. To Kate, it seemed like all the Avengers treated each other like cousins. You hated them for a while, but they always had your back in the end.

After another few minutes, Thor came into the room. Kate knew who he was immediately because of his hammer and armor. Unlike the other Avengers, he didn't intimidate her. Thor was what she had expected; Strong, big, and blonde. He talked to her about Asgard, which sounded pretty cool, in Kate's opinion.

He talked about stuff like the bifrost, bilgesnipes, and the Warriors Three, which sounded rather familiar, but she couldn't place anything. Kate asked questions about Jane and his daughter, Torunn. He seemed sad to be away from them. She asked what Torunn looked like.

"She has pale blond hair, she is rather tall for her age, and she loves horses." He smiled at her. "You remind me of her." He added. Kate was taken aback. Not sure what to say, she stared at him. Kate was mortal and Torunn was an Aesir. Naturally, Kate thought Torunn sounded way cooler. Oblivious to her shock, he said good bye and left.

Her last visitor came into the room. It was Loki. She didn't waste her time studying him. She had gotten a great look at him when he had been in her way at the library.

"You're the reason I'm here!" she didn't raise her voice but she was angry. He sat in the chair and looked at her. Kate still glared at him. Why did he sit there so relaxed? Didn't he realize what he had done?

"You look no different from when I ran into you." She stated. Kate mentally slapped herself. Out of all the angry remarks she could have made, she had to start off with his appearance? _How stupid am I?_ She thought.

"And you smell better than you did." Loki smirked at Kate. This made her angrier. She was tempted to claw him. She glanced at her nails. It was then that she realized they had been clipped. All thoughts of the god in front of her were swept out of her mind. The only thing she had of her nails was a little bit of fragile white. All she could do was ogle at her once long nails. She whipped her head to look at Fury.

"You clipped my nails?!" she shrieked in horror. He looked at her and shrugged.

"You just now noticed? Forget about what I said about how mortals are dimwitted, mortals are oblivious to the most obvious things." He said, laughing coldly. Kate ignored him. She'd deal with him later.

"Do you realize they were my only defense?" she continued to shriek.

Fury reached down and held up a microphone to his mouth. "Sorry Kate. We couldn't have you do what you did to Bryce happen again. Did you know that health insurance doesn't cover severe clawing? Trust me I know. I checked." Fury gave her a warning look. He put the microphone down. She growled at him. Her gaze drifted to her hands. They looked so foreign to her now.

"So what do you want to talk about with me, little mortal?" he stared at her lazily.

"Don't call me 'mortal'. I am not as weak as I look. Just ask Bryce." She spat at him. Her gaze lingered on his hat. It made her uneasy. Perhaps it was because he looked so normal wearing it, not like the murder he was supposed to be.

"Oh really? You didn't seem so brave and strong when you were cornered. What did you say? Oh I remember, 'Please don't take me!'" he said in a cruel but accurate imitation of her. Her breathing quickened slightly. A dark gleam flashed in her eyes.

"Don't. You. Dare. Mock me. If you had-"she stopped. He had no right to know her past. Loki must be trying to get information out of her, it had almost worked. Kate glanced at the mirror. It surprised her slightly that only Fury and Natasha remained in the room. Where did everyone else go? That didn't matter. What mattered was this man-god keeping away from her past.

"If I had what? What is so important that you would crumple under a gun's aim?" he asked slyly. He was trying to get her to spill!

"You wouldn't understand rat." She snarled.

His face darkened. "You are wrong girl. I have had an arrow pointed at my face. I have fallen through nothingness for months. I was tortured for years in Asgard's foulest prisons. I was mocked. Don't tell me I wouldn't understand. I don't like empathy." Kate couldn't help but think he looked like a panther, ready to pounce. It rendered her uneasy. Surely he wouldn't hurt her…would he? She didn't want to find out. In the time it took Fury to stop him, Loki could easily kill her.

A long heavy silence pervaded the room. Loki's brief anger fizzed down and looked the floor. He looked annoyed.

Then she surprised him. "Thank you." She murmured. Kate realized then and there she meant it. She honestly was thankful he had been in her way.

"What?" he asked, taken aback.

"Thank you." She repeated. "Are Asgardians deaf?" now it was her turn to smirk. He didn't seem to hear the last part. That just proved her point.

"Why are you thanking me?"

"Because if I hadn't run into you, I would be starving, I would have bled to death and if I hadn't, I would have died from infection, and I wouldn't have this opportunity at a new life. Thank you." She finished finally. "I agree to do the injection." She added, looking at Fury. He nodded to her. Loki just stared at her, his face was utterly bewildered. She astounded him even more by leaning over and hugging him as best she could. He didn't return the hug, but Kate hadn't expected him to anyway. What she hadn't expected was how cold he was. His armor was much colder than it should be. But, now wasn't the time to ask. Exhaustion was slowly seeping into her. Talking to everyone had really drained her.

Kate pulled back as she felt the tranquilizer pulse back into her veins. This time she was glad, she felt thoroughly exhausted. Her body went limp. Kate never heard Loki murmur "You are welcome." after she was swept into a soft void of nothingness.


	4. Chapter 4

Chapter 4:

All he could do was sit there and stare at her. She lay there, motionless, peaceful. Her body rose and fell with every breath. A ghost of a smile graced her face. She had hugged him. This tinny mortal had fearlessly reached up and hugged him. That had startled him, but what really alarmed Loki was that she had _thanked_ him. Thanked _him_ for her abduction, because in all honesty it was mostly his fault.

The very thought of her not hating him was so undeniably alien, it was hilarious; just as alien as Odin coming to Earth and hugging him. A snort escaped him at the thought.

"Loki, you can leave now." Fury's cold voice said over the intercom. Loki ignored him. This was really so unexpected, that it took him longer than necessary to acknowledge Fury. Not that he cared what the mortal said.

Too caught up in his bewilderment, he never noticed Thor entering the room, to tell Loki it was time to leave her be. Loki vaguely wondered if the Director thought he would attack her. If Fury did, then he was wrong. For reasons unknown to himself, he wouldn't be able to hurt her. As Loki exited the room, he spies the Widow lingering in the corridor. She looked around him and into the room, sweeping past when he was out of the way. He watched her curiously, but his view was interrupted by the door sliding shut without a sound.

His eyes narrowed in suspicion at her odd behavior. _Time to keep an eye on the Widow_ , he thought slyly. Loki's conniving mind had a few ideas to what she was up to; the least of which being her harming the girl. The woman didn't seem to harbor any negative feelings towards Kate, although, she had pointed a gun at her in that alley. Loki continued his musings as he walked.

Loki and Thor continued on their way to the conference. When they arrived, no one paid Loki any attention, even when he started to hum a rather obnoxious tune, not one person spared him a glance. Only he noticed the Widow slink into the room via a side door; sliding into her seat. Her face was guarded.

Banner stood in front of a large screen, pointing out side-effects of the serum and whatever else might be important to the procedure. The screen showed diagrams of cells and helixes being changed. Loki studied the faces around him. As expected, the scientists and doctors wore varying shades of intrigue. The few agents at the large conference table had glassy eyed expressions and boredom clearly etched on their features. The only Avenger he bothered to look at was the Captain. Initially, Loki had assumed the man would be on-board this experiment; said man's face was clearly the opposite. His mouth twisted in a grim line and his eyes narrowed slightly. His large hands twitched at the words, 'Break her central DNA strand.' Rogers eventually folded his arms and looked down at his lap, glaring at the floor. Loki quietly agreed with the soldier. Under all his conniving schemes, Loki felt revulsion. How could anyone feel comfortable doing this?

Loki was abruptly wrenched from his thoughts when he heard his name.

"…and since Thor and Loki are still here, they will assist in training her." Banner finished. The gathered men and woman nodded and continued studying the screen. This was news to Loki, however. When had he been added to the plan? As far as he had been told, his only duty was to acquire the USB, not _training_. All pity he had felt moments ago vanished. His mouth twisted into a sneer.

Loki cleared his throat. All heads turned to him. "Wait did you say, Thor _and_ Loki? I am merely here to observe, not participate in… _training_ this mortal." He sneered.

"Yeah, I agree. Do we really want the god with control issues working with something new?" Stark asked obnoxiously. Banner muttered something about interruptions. The billionaire took out a pen and started tapping it on the table. This earned him a glare from both Fury and Loki.

"Mr. Stark, you have an ego even more obvious than your ridiculous tower. Do any of you really think it logical to allow _him_ to work with her? He would convince her to be just as rebellious. I thought you wanted a tool to be wielded by SHIELD, not another vigilantly?" Loki said sadistically. At this, several people shifted in their seats to get a better look at him. Some gave him quizzical looks while others contemplated his argument. He didn't mind actually. It was high time he got some attention. A smug grin lit his face for a brief instant before he hid it. It was best to not let the mortals see him so pleased.

"Yes, well at least I didn't destroy half of New York." Stark said calmly. Even though he tried to hide it, Loki could see a nerve pulsing in Stark's neck. _Ah,_ Loki thought, _still a sore subject?_ He mentally added this little bit of information. He could use this as ammo for another argument against Stark.

Loki smirked and was about to answer with another retort, when Fury said, "Excuse me kids, but if you are done talking I would like it if the two of you would _grow up_." He gave murderous looks to both Loki and Stark. Loki flushed slightly at being told he was acting like a child, while Stark shrugged and fiddled with a pen. Apparently, Stark was told on a daily basis he acted like a child. Not surprising in the slightest.

"Loki, you will be needed to help stabilize her gene structures. We could do it with chemicals and machinery, but it would be easier and safer if you did it with your magic." Banner said coolly. "I assume that you still have your magic?" His eyes didn't seem annoyed or threatening, just neutral. But there was a faint tinge of anger in their depths. He supposed this was common; Banner could be a monster when angered too profusely.

He was feeling awfully annoyed at having to train her, so he let off a little steam by turning Stark's pen (which he continued to tap against the table) into a baseball hat. After the pen's transformation, Loki summoned it into his hand and placed it casually on his head. He quite liked how he looked in the cap. Stark looked at him, affronted. "That was my favorite pen." He muttered, like a child.

"Yes, I still have my magic." He rolled his eyes. "I really don't like agreeing with Mr. Stark, but why would you trust me with such a task?" he looked pleasantly at Banner, then Fury. Both men exchanged glances. "Simply we can't." Fury finally answered, breaking the awkward silence that had filled the room. "But, to make sure you do your job right, Scarlet Witch will be over seeing the procedures." He answered quietly. The people in the room shifted uneasily. Loki and Thor exchanged confused looks. What had happened in the few short years since they had left?

Thor asked, "Who is this Scarlet Witch?" It was quite funny to see Thor confused in Loki's opinion. The oaf couldn't understand the difference between a tree and a bush if his life depended on it; in Loki's opinion at least.

"Another biogenetically changed human. She has hypnosis, telekinesis, and energy projection. Her skills will also help Kate learn her new abilities." Banner explained. Someone muttered, "Freak more like." This earned a few snickers. Fury didn't do anything, but his scowl deepened. His eye trained on the desk, he seemed to be trying to burn a hole right through.

Loki laughed coldly. "You humans will do anything to change yourselves! Why?" he asked, still grinning coldly. Could he perhaps manipulate this Witch? Plans started to form in his mind; each more conniving than the last.

Banner shifted and glanced at Fury. Fury nodded at Romanoff. She rolled her eyes. Romanoff stared at the screen before turning to Loki and began to explain.

"We were meant to take down another HYDRA hot-spot and found two illegally mutated humans; twins, Pietro and Wanda. Pietro never survived the battle with Ultron." She explained quickly. This must be a touchy subject for her.

Loki narrowed his eyes, considering this new development. Perhaps he could mess with the girl's new genetics. It was no small task to stabilize her, but it wasn't impossible either. If this Witch was to be observing, it would be difficult to sabotage this project.

"I know that look. If you think of any funny business, we will have to dispatch you." Fury threatened. He smirked.

"And how do you plan to do that?" Loki said with a sneer. What could this mortal possibly have that would harm him?

This time Fury smirked. A flicker of confusion flashed through the god's eyes. "Let's just say an old friend of yours has agreed to do the job if needed." Loki's confusion deepened. He didn't have _friends_. He did have an abundance of enemies though. But there were three beings he did know that were not enemies, at least not yet; Thor, who he wasn't sure about, Frigga, his mother, and Kate, who could be a possible ally. The way Loki considered Frigga to be his mother was the same if she had given birth to him. Odin, however, was another matter entirely.

The Director looked away from him and motioned for Banner to continue. Loki retreated back into his thoughts. A storm of assumptions filled his head. Banner then mentioned that soon they would take her out of her drugged sleep again; perhaps another opportunity for him to understand her. He still didn't know anything about her past. _Why was that?_ He thought. If he thought about it, no one had mentioned her past. It almost seemed as if it had been forgotten, another mystery to be unraveled.

"So what's the next step?" Romanoff asked. She seemed a little more tense than normal, and kept fiddling absentmindedly with a strand of hair.

"Well, that would be to tell her about the injection. But prior to doing that different chemicals will be injected first to prepare her genes for change."

"What are the chemicals exactly?" Stark asked. Banner looked at sheet of paper and rattled off a series of chemicals. Loki couldn't understand what they were.

"Alright, any questions?" Banner finally asked after his long conversation with Stark on chemical transverse. No one bothered to ask any. "Alright, let's go prep her."

* * *

There was a voice. It was neither loud nor soft, neither calm nor erratic. It was simply there; playing with her thoughts. It called her name, soothing her anxious mind, and then tossing it into turmoil again. Words flowed from the voice, but she never understood them. The only images she saw were either a dark void or a purple haze. Emotions swelled within her. Her most common was fear; an irrational, unstoppable fear that bathed her mind in terror. No escape, no help would come, never ever an end. Was this all her pathetic life amounted to? Fear, anger, and sleep? Would this be forever? This couldn't be her life!

These were her nightmares. Normally she would awaken in a cold sweat, shivering, crying, and whimpering. She never realized she was in a nightmare until many minutes after waking. This nightmare persisted to haunt her. Now it was much worse. She couldn't wake up. The drugs kept her in the void that was sucking her down.

A garbled scream escaped her lips as she looked down. It was a hole. A large, round white hole, that was sucking the void into it. Right then, the void seemed very appealing. Her eyes widened. This was new. Even her curious nature couldn't quell the terror. It was as though she knew that falling into the void would kill her. Well, maybe that was an exaggeration, but something would happen if she fell into it; something terrible. A deep, smooth laugh resonated around her. It was like the voice knew what she was thinking and He found it amusing.

Her breathing was quickening as she clawed at the nothingness, trying in vain to stop her descent. Then she noticed that her nails were blunt. No jagged edges that would snag. She couldn't scream; her mouth opened again and again but no sound would escape; she was voiceless. The one weapon she had was gone. She tore at her hands, pulling at the nails. Glitter started to fall off her hands in waves. This stunned her into silence, and watched in amazement. Her hands were turning to dust and drifting away. This felt…amazing. Now, she wouldn't have to face the voice in the hole, because now she knew were that voice was; waiting in that terrible, white hole. Then she heard a new, gentler voice. The dust that had been her hands drifted into the direction of the new voice. Her body disintegrated completely, and she was gone.

* * *

Bruce moved the dial back. He carefully watched her face. The lines smoothed out and her heart rate returned to normal. The first chemical injection hadn't gone as well as they had planned. This was just a small dosage of what should be a harmless substance. Its main purpose was to soften her gene and cell structures. Kate could have been awake, but Fury didn't want her to be taken out of her sleep until after the first pre-injection. Personally, Bruce would have preferred her be awake so he could talk to her. He hadn't felt comfortable talking to her in front of… everyone. One person in particular, but that wasn't important right now. What mattered was doing his job. He tried to keep telling himself that as he worked.

"Did that work?" Tony asked in his ear. Bruce winced at the volume. A little too loud in his opinion; sadly for him, he hadn't found the volume changer on the blasted Bluetooth yet. The reason he had a Bluetooth at all was simply for the purpose of Tony working with him. Tony however, didn't 'work well' in a room that housed a living science project. Bruce had then asked him why he had agreed to this at all, and Tony's answer was, "I want to add this to my resume." Bruce privately thought that Pepper would be doing the resume, not him. As if the genius, billionaire, philanthropist, playboy needed a resume.

"Yeah, think so. Her brainwaves reacted rather violently. I think this should fix that." He said. His eyes scanned the screen quickly. All was good. He made a mental note to find out what went wrong later when he had the time.

The man stretched his hands, and fiddled with a screen. The live feed he was watching came from inside one of her larger veins. He sighed in relief as the blood cells took on a more spongy appearance. Not enough to do damage, but just enough to allow change. Some of the tension that had been weighing on his shoulders lifted a little. Bruce couldn't wait until this was all over.

"Ok, Bruce you can pack up and leave. She sleeps for another day, we wake her and inject with something else, she sleeps for a day, and she wakes up. Nothing could possibly go wrong!" Tony said cheerfully on the other side of the line.

"You know Tony? It would help if you didn't make sarcastic remarks like that." Bruce said evenly. While he talked, Bruce focused on a screen, shutting down certain equipment. A finicky monitor wouldn't shut down, so he left it on. If leaving it on ruined it, he'd just blame it on Tony, who could build an even better one in thirty minutes.

"Hey, I'm just pointing out the obvious. Gees, can I never have fun?" he said with fake sadness. Bruce rolled his eyes and packed his case. A small whimper came from the bed in the corner. He glanced at the girl. A slightly puzzled look crossed her sleeping face, and then her eyes opened. Bruce stiffened. _This is not possible._ He thought instantly. With some hesitancy, he straightened up and took a step toward her.

"Kate," he said slowly, as not to startle her, "Are you okay?" Could she even hear him? Was this another reaction to the drug? What should he do? A thousand and one questions raced through his brain; Bruce just couldn't decide which to act on.

She didn't seem to look at him, just through him. He bent down to her level and examined her eyes. They were gray, with green and brown flecks. Her eyes were brown before he had put the pre-injection in her. What was going on?

For a tense moment, Bruce considered putting her under again, but there was no need. Her eyes closed and her breathing evened, but not before she said one word; Vision.

* * *

A finger was poking her cheek. It was very annoying. Exhaustion weighed on her body. She was too tired to open her eyes. Maybe if she ignored it, it would stop. No such luck. Kate growled deep in her throat and grabbed the pestering finger an instant before it hit her, no normal human could have been able to time it right; but Kate was not normal. She then opened her eyes to glare at finger's owner.

"Aw ha! She's alive!" the grinning face of Tony loomed over her. "You can let go now." He added casually. Her fingers stiffly let go of his.

"Not funny." Kate muttered, sitting up. She wished she hadn't. Small explosions of pain raced up her arms and legs, landing right in front of were her heart should be. The pain gathered to one point in her chest. A small gasp flew out of her mouth. Imagine a blunt object is being pushed into your chest. That's what it felt like, but it was ten times worse. Black spots danced in her vision for a moment. A dull throbbing started behind her temples.

A man in a lab coat jumped forward to push her back down gently. She doesn't bother fighting him. "I wouldn't do that if I were you." The man says quietly. "Your blood cells were just changed. You won't be moving very much for a while."

Kate doesn't remember this man. His black hair is shot through with gray. Deep stress lines perforate his face. He goes about doing his work, never glancing at her. The way he looked at her, tells her he is occupied by something. She doesn't ask what is wrong, because that would be rude. At least, in her head it is. He keeps rubbing a spot on his neck. The repetitive motion must be because it hurts, she deduces.

"Who are you?" she finally croaks out. After a brief silence he answers.

"Bruce Banner. You can call me Bruce, Mr. Bruce, Dr. Banner, I really don't care." He says, still typing something on a screen. Kate tries to nod, but it's too exhausting. Mild curiosity distracts her from her pain. She likes to watch his hands work; so busy, and yet slow and careful. He pours a chemical into a phial and writes something down before putting it on a shelf.

Tony studies her face, looking for something. She raises her eyebrows in a questioning way. Talking takes too much energy at the moment, but so does moving in general. He understands what she's trying to ask.

"What did you dream about?" Tony finally asks. She's at first puzzled. Did she dream? It takes a moment, and during the time she's trying to remember, she notices Banner has finally turned to look at her as well. Both men are curious about her, that much is obvious. The way Banner looks at her is almost unnerving. His general demeanor has changed, like he shut down all emotion and now his job is to gather information. Maybe that is his job. Kate chooses to not be bothered by it. This kind of attention was inevitable now.

"I-I think so." She says softly. Her strange eyes study the ceiling as she forces herself to remember. "It was so dark, and so cold, but so warm and safe. But there was a danger. A hole! It sucked in everything. He was there!" she starts to choke out. She remembers. For the first time, she remembers her nightmare in great detail. She remembers the darkness, the voice, and hate. Deep rooted hate that trumps every other emotion. Now that she is awake, she can identify the tone of the voice. What she heard was hate disguised as kindness. Every time her nightmare occurred, she fell for it; fell for the same trick. Kate could feel the voice in her very bones when she dreamed.

"Whoa, Kate it's alright." Tony says soothingly. He grips her arm reassuringly, but all it does is cause her to flinch away from the contact. She nods, and closes her eyes briefly. It had just been a nightmare, a dream. Nothing would happen to her here. She was safe. At least, she hoped she was safe. Banner stands awkwardly a few feet away. She continues telling them the dream.

"I was about to fall into the hole, when I was taken away. A different voice calling my name, talking to me, telling me it was time to come back. The new voice was so… different. He told me his name, but I don't remember." She finished. Now that she finally said it, the dream didn't sound so terrible; almost childish. A slight blush rose to her cheeks. Then again, dreams always seem worse than they really are when you experience them.

"Did you ever see the person who had pulled you away?" Banner asks, his eyes slightly narrowed in thought. Kate shook her head. "Wait, you said, 'He was there.' Who's 'he'?" Banner added after a moment's thought. Kate shook her head, indicating she didn't know. In her mind, the voice was always Him. No name, no face, and no description but a deep, powerful voice; a cruel voice.

The scientist nods slowly, typing something onto a screen.

"Is my dream important?" she asks quietly. Why had they asked anyway? Did it have to do with her new future?

"During your first pre-injection, the chemical reacted horribly with your mind. It was almost like you were in some sort of night-terror." He finished. It was almost like he was trying to cover-up his curiosity. Why?

"Oh." She said. Kate was too tired to really bother asking anything more stressful than the weather. Now that she thought about it, she wasn't even sure what day it was. It didn't matter, she supposed.

Banner seemed on the verge of saying something, but thought better of it. He turned back to his screens. Kate absently rubbed her arm, lost in her dark thoughts. A line from an old nursery rhyme floated around in her head, ' _And when you heart begins to bleed, you're dead, dead, dead indeed.'_ A small maniacal smile lit her face. A small part of her wondered if this drug they had injected her with had done more than 'soften' her cells. Tony's voice snapped her out of the dark place her mind was briefly.

"Ok, so we're going to run some motor checks." He says briskly. He tells her to lift her arms, legs, and head, wiggle her toes and fingers, and to rotate her hands and feet. It's very taxing. By the end, Kate feels like she's run ten miles. The exercise has drained her, and sleeping seems like the perfect thing to do at the moment. Her eyelids shut, and she starts to drift off. Already she can hear the rushing sound of the dark void, enticing her to join it…

"No, Kate you can't do that." Banner says while shaking her shoulder gently. A grimace is on her face as she looks at him. _Why?_ She asks with her eyes.

"You need to stay awake for this next injection." He says, walking away. _Another? Now, but I just woke up!_ She thinks; irritation clearly displayed on her face. Tony mutters something about teenagers. She gives him a look that clearly says, 'You're not much better.' He smirks at her and goes over to run some measurements. She turns her gaze to Banner instead.

"Hey don't give me that look. This means you will have two of three done." Banner says with a small smile. In his hands is a long, thin shot. The thing is filled with pale orange liquid. With wide eyes, she tries scooting away, but it's so painful she remains in place. No wonder they didn't restrain her this time; she couldn't even get up, without collapsing in pain. She grits her teeth, anticipating the sting.

"Okay, so this shot will increase metabolism and your immune system, plus some other things that will probably bore you. Basically you will be able to eat an elephant and not get sick." Tony says. Banner hands him the needle wordlessly. His hand trembles. Kate narrows her eyes. _Shaky hands? What's going on here, Banner?_

Now Kate understood why Tony was here. Banner didn't want to inject her, or maybe her couldn't. Tony checked the fluid levels and reads something on a screen, before raising the needle above her arm.

"Wait!" she shrieks, "Why can't you put me under again?" she whines. Tony lowers the needle and looks at her. He's calculating something and she doesn't know what. She shifts uncomfortably on the bed, glancing at random objects.

"We need to see your reaction, and you need to eat. You haven't eaten in two days." He says. She thinks about this. _Two days?_ How had she been asleep for that long? That wasn't possible. A million questions race through her head. What the heck had they given her?!

Then suddenly, Tony grabs her arm, and shoves the needle in. A shocked screech escapes her lips. _How dare he?_ A sudden flare of intense rage fills her, but is quickly oppressed by weariness. It hurts, but not as much as she thought it should. Even so, her eyes close and she turns her head away. The fluid rushes into her system. She can feel it. Then, Tony starts to pull the needle out. Gagging noises issue from her mouth. It doesn't hurt, but it's still disgusting.

"You can look now." Tony says, something in his voice tells her he's trying not to laugh at her. She looks reluctantly and gasps at what she sees. A circle of orange rests on the inside of her elbow. It looks alien and strange. There is a drop of blood in the center of the circle. Banner quickly wipes it away.

"What…?"

"It will go away, most likely in the next twenty-four hours or so."

"Most likely?" she says weakly. It looks like someone drew on her with a sharpie. In the middle of the circle, she sees another small red dot of blood. It stays put, in the middle.

To distract herself from the ugly bruise, she watches Banner do… whatever he's doing.

"You didn't come to talk to me did you, when I arrived?" she asks finally. During the whole procedure, she tried to remember if he had gone to talk to her; she had met so many doctors, scientists, engineers, and it seemed everyone else involved with her, that she couldn't remember specific people. He hadn't. Kate isn't annoyed, just curious why. If he was performing this experiment on her, shouldn't she have talked to him beforehand?

"No, I was busy working on this." He replies stiffly. He shifts to look at her and asks tentatively, "Does this… bother you? I mean, do us basically experimenting on you disturb you at all?"

She blinks in surprise. Until now the thought of _not_ doing it seems strange. When Kate thinks about being experimented on, she reminds herself that all things beautiful come with a price. It also doesn't seem to bother her that she's basically a lab rat. She knows it should, but she just isn't disturbed by it what so ever. "No, I don't. This is better that living off scraps anyway." She tried to joke, but the heavy tension in the room just makes it awkward. But Tony does laugh a little, making Kate smile; she likes his laugh. Banner nods and turns away.

Kate nods, and then asks if she can sleep now. Sadly, she can't. They want her awake, so they can see if any mental issues occur. A suspicion starts to form; maybe the dream wasn't 'nothing' after all.

So, she occupies herself with playing games on Tony's iPad; or 'Iron Man' Pad because apparently Tony made it himself and insists on calling it that. Looks like an iPad to her. Not surprisingly, most are Iron Man games. She glances at the billionaire. He watches her play, occasionally mumbling something about how they got the graphics all wrong when he's in the suit. Banner doesn't seem bothered by anything. He goes about looking at screens, measuring chemicals, and running simulations. It's like he forgot they were there. Kate was ok with that.

During a particular, cheaply made game, Tony curses. Instinctively, Kate tells him to watch his language. "You and Cap. are gonna be best friends by the end of this." He says. She gives him a questioning look, almost expecting him to say more. He doesn't.

This goes on for about three hours. The games get boring rather quickly. So, she occupies herself with watching the men work. It's actually kind of interesting. They work with chemicals, exchanging ideas on different techniques. Sometimes she hears Banner talk to himself. He says things like, "This thing is more annoying than Wanda on a sugar high." Or "Tony, just because you're a billionaire, doesn't mean you can do the impossible." (He says that quiet a lot.) Whenever this is said, Tony promptly answers, "Iron Man suit." Banner will roll his eyes and go back to work.

"Is there a visitor policy?" asks a young and rather attractive nurse. Kate blushes when he glances at her. He smiles and looks back at Banner.

"No visitors yet." He replies. Does someone want to see her? Who wants to see her? Is it Pepper? Kate brightens at the idea of someone worrying about her.

Kate was just wondering if she can fall asleep without them noticing, when there is a sharp pain behind her eyes. It feels like a hundred tiny soldiers poking her with swords behind her eyes. She reaches up to rub her eyes, and a voice whispers in her head. It's the voice that saved her from the hole. No audible words can be heard, but she knows the words are for comfort. Maybe it's the tone or maybe she trusts too easily, but the voice is so indescribably kind, that she can't help but feel protected when she hears it. The murmuring calms her and sooths the pain in her body. Even though her eyes are closed, she sees in her head a blurry outline of a person. It's getting into better focus, almost there, just one more second-

"Kate!" Banner has one hand on her arm and another grips a used shot. She looks at him confused. How had she not heard him walk over to her? His eyes are filled with panic that is slowly receding. With the meticulousness of one who is used to such panic, he straps a bracelet onto her shaking wrist. He checks the screen and runs his hand though his hair. "That was close." He mutters.

Before Kate can even ask what happened, Tony speaks. "Can you explain to us why you were shouting? I might already have hearing damage!" Tony says sarcastically, but behind his cocky demeanor, she can see he was scared too. _What had happened?_

"I-I-I was shouting? I just closed my eyes for a second. What happened here?" she asks. The lab is a mess; chairs tipped over, papers on the floor, a cracked screen, and spilled water.

"You started to go into cardiac arrest." Banner says quietly. He gently sets the shot down on a table. Then he starts rummaging in a drawer, so she continues to explain what happened. Or what she thinks happened. This is all becoming very confusing, very quickly.

"What? I just started to dream about…" she stops talking. "Why did I go into cardiac arrest?"

"We…don't know." Tony says. "What were you seeing?" he asks suddenly.

"It was the voice that saved me from the pit. He was there in my dream; he was taking the pain away. I couldn't understand what he was saying." She said. Her chest hurt again. The bracelet started to beep. Banner tapped something on the small screen and told her to take a deep breath. Apparently it measured her heart rate. Great.

"You were shouting-" Tony was abruptly cut off by Banner. Why couldn't they just tell her already? This was getting old really fast.

"No, Tony not now."

"What was I shouting?" Kate asked insistently. Even if she didn't have the stupid bracelet on, she could tell her heart rate was speeding up; this time it was from anger. Just because she hadn't heard it, didn't mean she wasn't entitled to know what she had shouted. After all, it was Kate's own mouth.

Banner sighed impatiently. "You were shouting a name you shouldn't know, but that's not important right now. What's important is stabilizing. Tony, go and fix her iron levels." He demands. Tony glares at him, before going off. Kate smirked at the unintended pun. Then serious thoughts fill her head. _Why won't they tell me what name I said?_ Knowing it was a name was more infuriating than not knowing what she had at all.

She watches Banner's back. "Please," she begs, "Tell me." Trying a different approach might be better than out right anger. Still, she could always go back to Plan B.

"No, Kate. I need to figure this out first." He says quietly, with his back to her. She doesn't think she'll get anything out of him or Tony now. Without even asking for permission, she falls asleep.

* * *

Hey! I'll post more in a few days. Hope I get some reviews, faves, and follows! :)


	5. Chapter 5

Chapter 5

"Today's the big day people." Fury announces. A small, triumphant smile rests on his face. Most of the team seems, a little more than curious. Loki, however, was hesitant. The more he thought about it, the more disturbing it was. A young mortal girl would be mutated into… what? No one had told him what she would become. _Perhaps_ , he thought, _she will become something similar to what Banner is._

The assembled men and women walked in a group down to the bowels of the Heli-Carrier. In less than no time, the crowd gazed at a large, circular glass case. The cage was held in place by clamps that at a push of a button, would release the enclosure. The box was suspended ten feet off the ground; the floor could open up and drop the container into the air, falling to earth. It was similar to the cage made for the Hulk, except this one was smaller… and occupied.

Loki watched the girl curiously. Her face was equal parts nervous and sleepy. The drugs they had put in her, left her pale and shaky. Kate glanced at the scientists, doctors, and other men and women watching. There was no emotion in her gaze. Her stare lingered on Loki; a flicker of… something crossed her face for an instant. She just looked around idly. Loki smirked at her; maybe there was some anxiety. Her hands twisted the hem of her shirt; Kate was biting her lip; a small fidgeting every few seconds. He grinned at her. She was so human. When asked if she wanted to be mutated, she said she wanted to, but when it was time to act, she was slightly hesitant. Any sane being would have never even have allowed this to be done to them. Then again, Loki himself wasn't sure if he was truly sane. He continued his ponderings, while Fury explained to the gathering what was about to happen.

After a while he concluded his speech. Loki yawned obnoxiously. He snickered at a scientist who had tried to give him a scathing look, but his attempts were in vain considering how over-weight he was; like he could possibly intimidate Loki the God of Mischief.

A machine in the roof of the container lowered a large needle behind Kate's back. She twitched, as the needle was adjusted. At the last moment she yelled, "Wait!" Droplets of sweat glistened on her forehead. Her left hand twitched slightly. Those large eyes of hers glittered with emotion. Even from where he was standing, Loki knew they were more grey than normal.

 _She can't possibly be asking for this to not happen_. Loki thought incredulously. With an amused smile he looked to Fury. His eye widened slightly, whether in surprise of disbelief, Loki would never know, but he motioned for Kate to speak, stopping the needle.

"Can't you at least knock me out?" she whined. Loki never had imagined that would come out of her mouth. He had fully expected her to beg him to not do it; to look to Loki for salvation. A small cold laugh escaped him, earning irritated glances from some of the scientists who were scribbling on their notepads. He paid them no heed; the girl had his full attention. How she intrigued him.

Even the emotionless director's mouth twitched in amusement. The man considered Kate for a moment, before talking quietly with the doctors and scientists. A few doctors shook their heads, arguing with each other, before deciding. One high strung scientist broke his pencil in utter anger before storming out of the room. _Humans, so trivial_ , Loki thought.

"Sorry Kate, that's not possible." He said. Her shoulders slumped and if anything, the anxiety faded. _How strange._

The needle was powered on again and started to slowly move toward Kate. Loki watched curiously as she gripped the hem of her shirt in her fists. Her body instinctively curved away from the needle. With her eyes shut tight, the needle finally pushed into her skin; right between the shoulder blades. A shocked gasp came out of her mouth. Loki took a step back in surprise when she started screaming.

The low wail echoed in the glass cage. Kate never moved an inch, not even her eyes opened, but her screaming continued to climb in crescendo. It didn't stop; it seemed like it would never stop. A variety of emotions graced the faces of the people. Shock, horror, curiosity, anxiety, and regret are just a few. Loki's current emotion was disgust. This was what experimentation did, causing destruction and pain. A feeling to help her started to form in his head. What was he thinking? He didn't care about the girl so much as he did the idea. This was wrong. And, besides, what could he do? If he tried to free her in this state, she wouldn't be able to move.

Unsurprisingly, Fury's face didn't display any such emotion. The only change was that his mouth had turned into a slight frown. This, for reasons unknown to him, made Loki infuriated. He finally gave up fighting his feelings. Didn't this man care that Kate was obviously in pain? Why didn't he stop this experiment? Could this kill her?

Loki was just about to ask all these questions, but someone else got there first.

"Fury! You have to stop this!" Rogers shouted. The super soldier shoved through the crowd and stood right in front of Fury. Some members of the group nodded their heads in agreement, including Loki. It was then that he noticed that the Avengers weren't present. The only one here was Rogers and he had forced his way in, judging by the collapsed door in the corner and the unconscious guards.

"The process can't be stopped and it hasn't killed her yet." He replied. This quieted the room. All eyes turned to Fury and Rogers. Revulsion and horror filled the pit of Loki's stomach. This was wrong. Loki's hands were clenched into fists. There was an adolescent mortal girl in a glass cage, like some sort of rodent being experimented on. This had to be stopped.

 _When did you grow a consceinness?_ A little voice in the back of his mind whispered. _Where was this feeling when all those mortals died at your feet?_ It continued. _You weren't worried about anyone, but yourself, especially with the idea of all those mortals on their knees before you._

 _Shut up._ He told it.

A shouting match had erupted between the soldier and Fury. Until, "When did she stop?" a timid voice asked. His head snapped to the side to look at the glass cage. Anxiety warred with the compulsion to break the glass. Settling his emotions quickly, he rationalized that he should wait for the opportune moment to free Kate. A premature liberation could end in disaster.

The girl lay curled up in a ball. Violent tremors lanced through her body. She no longer screamed, but heart wrenching whimpers reached the ears of everyone present. The strange brown eyes were shut. Green and yellow lines raced under skin, forming complicated designs that faded after only a few seconds. Her rapid breathing never ceased. Kate dug her nails into the smooth floor again and again, like that would lessen her pain. There was no way to tell if she was unconscious or not.

Monitors in the room started going off. Her heart rate went to well over two hundred, and then down to the thirties in minutes. Her body would slack, but then she would grab her shirt and tug at it. This happened repeatedly.

"Sir, it's starting!" a woman called from a catwalk above. _What's starting? Oh._

Colors shifted over her skin, eyelids, and hair. From vibrant blues to dull yellows, it at some point flashed across her skin. All the colors of the rainbow and many more Loki couldn't even name. And then, the ears came. Long, pointed ears sprouted out of the top of her head. They were similar to cat's ears, but more pointed. Her hair had an eerie silver sheen.

"What have we done?" someone whispered, clearly horrified.

Loki, frankly, couldn't comprehend what was happening. What had they given her, to make her this…animal? By now the initial commotion had died down. Scientists rushed from monitor to monitor adjusting things and muttering. All Loki could do was stand at the railing, stunned and wishing he had something else to do besides watch her gruesome transformation.

"Director, her transformation will be complete in six days." A man said quietly to Fury. The man nodded, clapped his hands together, and announced, "If you are not instrumental in this phase of the experiment please leave."

Several men and women left. A few glanced at the creature in the cage before leaving reluctantly. In no time, only Rogers, Fury, Loki, and four scientists remained.

"Steve, Loki you can go now." Fury said coolly. Rogers shot him a glare before storming out of the room. Loki, however, stayed. "Loki, do I need to force you out?" he asked sarcastically.

"Can I not remain?" he murmured just loud enough for Fury to hear. No malice or disrespect filled his voice; only calm; the complete opposite to the storm inside of him.

The director considered him. He seemed puzzled, but hid it well. "No. Your time will come to work with her. Anyone can come and watch tomorrow, but right now the main doctors are working; so do not cause any trouble." A faint blush rose to Loki's cheeks. Why must this man assume he always wanted to cause trouble? He did want to observe, if for the purpose of entertainment. That was what he wanted, right; distraction from his own troubles for a time… but what about the girl? Was this solely for his amusement? _Great,_ he thought, irritated, _Am I really starting to contradict myself? I've been around mortals for far too long. Perhaps it is time to return to Asgard. No, I can still have some fun here._

Loki turned around and walked briskly out of the room, feeling reluctant. As he left, he didn't notice the Widow on a cat walk above him, tense and watching the girl. The little mortal girl needed somebody besides those cold people to be with her. Then again, he wasn't necessarily a kind person either. He sighed. Maybe he needed some fresh air to clear his head.

With, quick decisive footsteps, he got to the top of the Heli carrier. It was great. The brisk air whipped through his hair and cooled him down a little. He took a deep breath. Lost in his own thoughts, he never noticed the SHIELD agent behind him.

"Hey, could you change my hair back?" she asked quickly. Loki turned around and looked at her. She smiled hopefully at him slightly, but the smile was quenched from her face. No sound was made as they looked at each other. It took him a moment to understand what she meant. His eyes narrowed in thought.

"What is your name mortal?" he asked. She looked at him, puzzled.

"Um, Agent Batler. You turned my hair green a few days ago, and it looks like something barfed on me. Can you change it back?" she bit her lip the whole time she talked. It made her voice muffled and it was slightly annoying. Nevertheless, Loki was curious as to what he could get out of the situation. She was bold to ask him. Half the agents feared him, while the other half looked down at him with disdain.

"Hey. Cassia, why you with him? I have a shotgun in my bunk if you need it." A gangly man sidled up to Agent Batler and put his arm around her, chuckling like he had just said the most hilarious thing. Loki gave him a cold glare. Agent Batler, on the other hand, blushed and muttered something about favors.

"Well, if you need anything doll, you know where to find me. As for you, scum, stay away from me if you know what's good for you." He sneered at Loki before spitting on his shoes. Something dangerous flashed in Loki's eyes. How dare this pompous mortal say such a thing? Rage pulsed through him, but he quickly reined it in before he lost control.

He gave the man a simpering smile. "That's something I've always had trouble with, you see. Knowing what's good for me. One thing I know for certain though is that an insolent, obnoxious, and cocky mortal like you, needs to be taught a lesson." Loki got right up in the man's face, each word coming out as a hiss.

A deep green light wreathed Loki's fingers and transferred into the agent. The man started to shake and whine. Loki hastily returned the magic to himself as Thor lumbered over.

"Brother! How are you? Have you heard anything about Kate?" he asked. Thor didn't notice the quivering agent beside him.

"Last I heard she was being injected." Loki lied. Thor didn't know about the planned injection? Why had Loki been the only one to know? There was something going on here.

"Ah. Who are you, fair mortal?" he asked Agent Batler. Loki tried to hide his grin as the agent fumbled for words. The woman seemed to be tongue-tied. It was extremely amusing. Her blush was as obvious as her hair.

"Agent Batler, Mr. Odinson." She replied. Loki's smile dropped. Of course Thor was addressed so formally. After all he wasn't just the God of Mischief; he was the Fallen Prince of Asgard. Loki's gaze darkened.

"It's getting rather bright out here. I think I'll go inside." Loki said, but was held back by Thor.

"Wait brother, do you not wish to talk to us?" Thor seemed genuinely curious. Agent Batler however, looked sheepish.

"I don't enjoy the company of naïve mortals, Thor. You have something in common with them." He snapped. "Let go of me, Thor." He added darkly. The oaf released him and Loki stormed back into the Heli carrier, only feeling slightly guilty at what he had said.

* * *

It had been four days. Four days since Kate had been injected and Bruce was worried. She shouldn't be changing this fast. Her growth rate had accelerated astronomically. Her age was still twelve, but she had grown. She resembled an older teenager. Not only had she grown, but she now had a tail and wings. Her tail wasn't as long as it would be. At the moment it was small, but would someday be very long. Her wings were like young bird wings, fragile but soon growing. The pigment in her cells was constantly changing, but it seemed they preferred a light cobalt and white look. Every once and a while a few words would float over her skin, like space, bananas, and fantastic. He wasn't completely sure what 'bananas' had to do with anything, but it was her mind. Overall, she looked like something out of a comic book.

"How's today's progress Banner?" Fury asked from a catwalk. Bruce was annoyed with his hovering. Literally and metaphorically; the man never left the cat walks. He forced down his irritation, trying to seem patient.

"Better. She seems to be growing fine and will soon be awake… I think. Her bones are reconfiguring and it is, quite frankly, amazing. Her skin can't seem to decide on pigment though. The skin cells could be one color, normal pigment, or even constantly shifting to adapt to her surroundings. We won't know much else until tests are run when she wakes up." He called up to the man. While talking, he furiously typed in commands on his tablet. A young doctor eagerly showed him her readings on Kate's bones. He nodded and smiled, wishing she would leave him alone. All this stress was really making it hard for him to keep the other guy away.

He glanced worriedly at the sleeping girl. She hadn't moved position in two days. At some points, her breathing had stopped. Bruce didn't like this. Now that he knew the girl, it was hard to have a clear conscious. He had to keep reminding himself that his job was to carry out the experiment, not give therapy. That was another guy's job.

 _How can this be right?_ A little voice murmured. Lately that little voice had been reminding him of his doubts. It was irritating. He shook his head and went back to work. _At least it's me and not some other idiot doing this_. That was some consolation.

"Sir, he's here again. Should I let him in?" a guard asked. The graphs he was seeing had him completely immersed. Bruce had assumed the guard was asking Fury, not him, after all Fury was the head Director of SHIELD.

"Doctor Banner?" he asked. Bruce looked at the guard, surprised.

"It's really not my concern. Director Fury is the one you should be asking." He smiled at the guard's sheepish look and turned back to his work. _Must be a newbie_ , he thought.

"But sir? He told me to defer to you."

"To me? Okay, well go let him in." he said heavily. With a sigh, he turned to meet his guest.

* * *

"Let me in." he restated. The guard ignored him, again.

"Do you know who I am? I could easily kill you without my magic!" he seethed. The insolent guard continued ignoring him. In truth, Loki actually couldn't kill him, it was part of the enchantments Odin had placed on him, but he wanted to see the girl. He wanted to see what had happened to her. His curiosity was driving him mad. That's what he told himself; only curiosity, no other emotions.

"Mr. Lafeyson-" the guard never finished because something had snapped. Deep rage filled Loki. In a flash he had grabbed the jaw of the man and looked him in the eyes.

"Never. Call. Me. That. Again." He threatened. His voice remained soft, but there was an underlying tone that was chilling. Now, the guard was nervous, and Loki relished in the terror. How he had missed striking fear in others, especially those below him.

"Yes, Sir." The guard said, his voice shaky. Loki let go, but not before squeezing hard. The guard rubbed his jaw and muttered into a mouthpiece, before walking into the room beyond the doors he was guarding. He tried to look over the guard's shoulder, to get a peek, but it was in vain. He was too slow.

"Come on, come on." Loki muttered to himself. The stupid man had been in there for at least five minutes. Did it take this long to ask to be let inside? He was sorely tempted to just barge in, but thought otherwise. A better way to win trust is to cooperate, even if he was impatient while doing so.

It was another minute, but the guard finally returned, telling him he could go in.

"So as not to waste my time again, just let me enter when I ask!" he spat. The guard resumed his position and his face went blank. Loki rolled his eyes in annoyance.

With more force than necessary, he pushed the doors open, leaving imprints from his hands. His eyes searched the room, finding the glass cage instantly. What have they done? All the blood drained from his face when he saw her. Loki stood in the doorway, overcome by disbelief and revulsion. They had turned an innocent girl into a monster. The only way he could describe her, was a mound of fur and feathers; all a violent shade of orange sprinkled through with white streaks. Smudges of green would appear, but those spots would fade quickly. He swept over to Banner, who stood , completely relaxed, looking at a screen.

"What have you done?" he breathed venomously in Banner's ear. The scientist whipped around, surprise flashing in his eyes. The man tapped a button and all the data on the screen was put away from Loki's prying eyes.

"What I was told to do. She's fine, but I thought you didn't care?" he asked, with an eyebrow raised slightly. The two men stood close together, Banner calculated something in his head quickly. He pressed something into Loki's hand discreetly, before resuming his neutral expression.

For a moment, Loki was lost for words. "I don't care about your project or the girl, just the small fact that what you have created is a monster, and it will most likely kill anything in its path." As he talked, Loki shoved his hand in his pocket to put whatever it was away. He was a little surprised that he meant it. That thing would be killing machine.

"She isn't an 'it'. Once her wings are fully grown, we will put on special clips that prevent her from using them. When she awakes, you will be here to settle her mind." Fury said as he walked down a stair case in a corner. Loki grudgingly respected his timing in these types of circumstances. Hopefully he hadn't seen Banner.

"Oh, I forgot, you don't really care how dangerous or wrong something is, unless it is in your control do you? Remember the Tesseract?" he spat the director.

"Oh, come on, now. I thought we were over that." He replied calmly, with a little mock sadness mixed in.

Loki's lip curled. "We will never 'get over' what happened." How could he just stand there while that thing in the cage grew and grew. Forget what feelings he'd had for the girl. She had been changed too greatly. He couldn't even imagine the state her mind would be in, once she, no _it_ , woke up.

Loki and Fury continued to argue, the quarrel escalating in both volume and ferocity. Loki didn't notice that while he and Fury argued, the thing in the cage had woken up.

* * *

Food. Pain. Cap. Kentucky. Help. Hole. Darkness. Food.

So many disjointed thoughts clouded Kate's mind that she didn't even think about where she was, who she was, or what she was.

Focus. She started to calm her breathing and suppress the jagged, broken thoughts swarming her head. A focus point was what she needed. In her head, a memory surfaced; it was a memory of a green baseball cap. Slowly, her mind came together again, piece by piece, fragment by fragment.

 _Kate Smithton, I was homeless, taken by SHIELD, a god helped abduct me, I was changed_. She repeated this in her head until she felt confident she wouldn't go insane.

With a little hesitation, her eyes opened. It was bright, very bright. She was warm and felt reasonably comfortable. She was lying partially on her stomach and partially on her side. One wing was draped over her arm. Was there something wrong with that sentence? What was it? It took her longer than it should have to realize what was amiss.

What?! Wings?! How?! She had wings; large, soft, wings that shifted color constantly. One moment they were blue, then brown, and then they were swirls of colors. She propped her elbow under her, but it collapsed from exhaustion. Now, that she looked closer, she saw how long she was. Her entire body was covered in feathers, fur, and scales. A scream threatened to erupt in her throat. The only thing stopping it was the fact that she worried it would sound like a roar. Kate slumped back to the floor in defeat. The jagged thoughts were taking over. The shock of seeing herself had let her walls down. An eternity must have passed by the time she opened her eyes again.

Instead of looking at herself, she looked through the glass of her cage. Loki, Dr. Banner, and Fury stared at her. A mixture of disbelief and other conflicting emotions crossed their faces. She noted the look of disgust in Loki's eyes. A flicker of movement on a cat walk above caught her eye, but she couldn't focus enough for the image to settle.

She couldn't help but feel a little hurt Loki's look. Brief confusion at his reaction sparked anger. Was he disgusted with her? Why would he be? That didn't matter though. Dr. Banner was saying something to her. Her ears picked up the frequencies, but it was so loud. A head ache started to grow in her left temple, until it spread to the rest of her brain.

The instinct to rub her ears was the first thing she felt. She reached up and touched them; cat ears. I have cat ears. At that point, she gave up. The horrible jagged thoughts took back over, engulfing Kate in her own mind. It was better this way.

* * *

"How is she awake?" Banner muttered. Loki didn't care about the science involved or anything else. All that mattered was the mutated creature just feet away. She looked at him, with those strange brown eyes and he could see that her mind was broken. He saw her fight the pain and think. Something along the lines of respect started to form. This girl had been mutated, for lack of a better word, yet she still tried to still be Kate Smithton. Too bad that would never happen.

"She shouldn't even be awake for another day or so. This isn't possible." He continued. The man continued his muttering, while measuring things on a tablet. Loki couldn't help but feel exasperated at him. A lot of things mortals called 'impossible' were very possible.

"What exactly did you have in mind for me to do?" Loki asked Fury. He needed to change the topic, if ever so slightly.

"To stabilize her mind." Fury gave him a look that said, 'What other stupid questions do you have?'

When he asked when he was to start, all the Director said was, "Not now." And turned away, disappearing into the shadows.

The shadows were her favorite place. No one noticed individual shadows. Perhaps she was the only one who still counted the shadows at night. Either way, shadows were not important at the moment; Kate was.

Below, she watched Bruce work. Fury was lingering in the stairwell, and Kate was curled up in a ball like normal. She had been waiting in the highest catwalks for days, not sleeping. She had to continue watching and documenting everything until she could do something. Never, had she been told of this plan. And that was maddening, but not important any more.

The nightmares she had every night, didn't stop. They weren't nightmares about all the people she had killed, all the horrible scenarios she had been in, or even the battle of New York. No, her terrible nightmares were of how she had become what she was. Kate didn't need that.

The woman watching the proceedings below knew what had to happen; especially when Bruce pressed the paper into Loki's hand. It was time to start Avenger One protocol.

* * *

Loki stared at the note again and again. As soon as he had gotten to his room, he had taken out the thing Banner had given him. It was a note. It said: _LHR 394, 23:27, we agree._ The note was cryptic. He assumed 23:27 was the time. A few suspicions formed as to who 'we' was.

 _This could be a trap,_ He thought. No, it wouldn't be logical or wise. Banner didn't seem to hold any malice towards him anyhow. So why would he need to go? This was certainly about Kate. After a few minutes contemplating the pros and cons, he made up his mind. It wouldn't hurt to go and see what this was about. After memorizing the short message, he promptly destroyed it.

He had a few hours until he had to leave, so Loki decided to scope out the area. With quick footsteps, he left his room and searched for room 394. He passed room after room. Meandered down hallway after hallway and still couldn't find it. In his head he pictured the note. It had said 'LHR 394'. He had assumed LHR was just a phrase used for room, but not anymore. The SHIELD badge around his neck had a map in it and he tapped the icon on the little screen. His long fingers scrolled down the holographic Heli carrier. Finally he zoomed in. Each level had a number. Maybe the letters corresponded with the numbers. In his mind's eye he put the letters above the numbers. 'LHR' must stand for Level, Hallway, and Room. With deft hands he located hallway nine on level three. The room wasn't even listed on the map. Strange, but he felt he was onto something.

In a flash, he was in hallway nine. This hallway was dedicated to science that much was obvious. Large glass windows offered view into the spacious sterile labs. The scientists scurried from station to station, scribbling on notepads and conversing. Each lab had a number; one, two, and three. Obviously, four had yet to be built. Frustration started to form. He must be wrong. He was about to leave and forget about the note, when something clicked. There were _four_ doors. Yes, three led to labs, but the fourth was marked, Sanitation; an unmarked janitor's closet. How clever. It was tucked away from the snooping security camera's view.

Loki sidled over the door and tugged the handle; locked. All he had to do was will the lock to open and it did. He smiled mischievously. This was too easy. Without a sound, he slipped in. Loki didn't bother with the light switch; he just conjured a glowing ball of light that floated around the room. The contents of the closet were what you would expect; a few nondescript brooms and mops, bottles of cleaning liquids, a mechanics toolbox, and rags in varying states of disrepair. The walls were chipped and rough. Nothing out of the ordinary what so ever.

A frown formed on his face. He now knew that this might take some time. He looked over the contents of the room two, three, four times but found nothing. This was absolutely frustrating. He must have looked over something. In his head, he pictured everything in the room; brooms, bottles, rags, buckets, box-. Wait.

His anger forgotten, he picked up a small blue box on the highest shelf. It was small, no bigger than his hand, and very detailed. The blue box said 'Police Box'. He puzzled over it. _Who would put such a thing in a closet?_ Something inside rattled when he shook it. He carefully pushed the little door open and looked inside. 'It's bigger on the inside.' was written in curly lettering on the back wall. The box housed a very small card, similar to his SHIELD badge. The card fell into his hand. It was much smaller than his SHIELD badge and very ostentatious; bright gold with red accents. It looked like something Stark would like. On one side, in white lettering was, 'Bucket three, twist, enter awesomeness.' Loki would have preferred a code. This was ridiculous. He studied the card further before putting it back into the little blue box and returning it to the shelf. The buckets on the ground were arranged in numerical order. _What is it with SHIELD and numbers?_ He wondered absently. Bucket three was just like the others. He tried to move it, but it was cemented to the floor. _Strange_ , he thought. He tried opening it, but to no avail. He noticed a small slit in the side. Reaching up again, he grabbed the box and took the card out. With quick fingers he inserted the card. The lid to the bucket popped off. Inside was another slit just like the first, but this one was in the bottom. Again, he inserted the card. There was a beep before a small screen appeared next the slit. It was a fingerprint scanner. Loki didn't try it. Now that he knew were the meeting was, he didn't need to try to get anywhere else. Satisfied, he replaced the card to the box again. Making sure to leave everything as it was before, Loki slipped back into the hall.

A strange thrill settled in his stomach, as hours later, he made his way discreetly to the closet. In his mind he planned to be five minutes early. That way he wouldn't look uneasy about his surroundings. In his brisk pace, he made it to the closet quickly. He opened the door and slipped inside. With deft movements, he opened the box, got the card, and inserted it into the slots. When it came time for his fingerprint, he didn't hesitate. It beeped and the screen flashed green.

"Welcome, Loki of Asgard." said a voice. It startled Loki slightly. He hadn't expected that. A moment later a 'ding' was heard. He looked at the wall opposite him, wide eyed. What he had thought was just a blank wall was actually a concealed elevator. The doors opened and Loki hesitantly entered. The interior of the elevator was shabby and almost seemed cobbled together; one wall was cardboard, another plaster. A panel near the doors had a few buttons on it, all painted different colors. He was at a loss as to which he should push.

"Do you require assistance?" The voice said again. Even though he knew it was just a computer generated voice, he thought he detected amusement in its words.

"Yes, which button am I supposed to press?" he asked wearily. He had never talked to any other A.I. other than Jarvis. Jarvis was so like a person it wasn't strange, but this A.I. was different.

"Mr. Stark and the rest of the Avengers are meeting in S.C. A." it answered.

All the buttons had strange symbols, but none were simply the letter A. "Would you like me to just take you there, sir?"

Loki was relieved. Maybe it was similar to Jarvis. "Yes, please. What is your name?" he asked as the lift started to descend.

"I do not have a name. My name could be N4HR.5." it droned. Loki nodded. "Besides Jarvis I am the only other fully functioning A.I." it continued steadily.

A short period of silence took place. Loki stood in the back of the elevator, thinking. The doors started to slide open slowly. Before he left though, the A.I. spoke again. "I have always liked the name Rose, though." Loki stopped a moment. _Did the A.I. just name itself?_

A small smile came to his face before he turned around and said, "Thank you for all your help, Rose."

"You are welcome Loki of Asgard." It said. This time when it spoke, it sounded female. _Yes, she is very much like Jarvis._ Loki thought.

He turned on his heel and entered the room before him. Dull grey walls, a large round conference table, and a myriad of fast-food bags littered the floor. Loki's nose wrinkled at the smell.

"I know it smells bad. I've been telling the boys for weeks now to clean." Agent Romanoff said from the other side of the room. She leaned against the wall, taking refuge in the shadows. A light in the ceiling offered the only luminance. Even with the dim light, it was hard to make out the trash on the floor. He tripped a few times. This earned chuckles from the agent. He glared at her briefly before taking a seat at the table.

"So," he said casually, "What is this place?"

"Stark wanted a 'Club House' for the Avengers and he made this place. He didn't think about the fact that it would need to be clean." She muttered. He nodded. That definitely seemed like something Stark would do.

"Did you have trouble finding this place?" she asked, trying to strike up conversation.

Loki changed the topic, not wishing to discuss that at the moment. "Why am I here Agent Romanoff?" He asked with a sigh.

She eyed him wearily. "Haven't you figured it out yet? I thought you were smarter than that." She scoffed. Loki's eyes darkened. He slowly stood up and deliberately made his way over to her. She shifted uncomfortably as he got closer, but held her ground. He grudgingly respected her for that. Loki loomed over her. Too late the widow realized he had backed her up into a corner. Her brow furrowed as she looked up at him.

"I am many things Romanoff, but I am not stupid. If you doubt that again, you may not like the consequences." He growled. For a few extra seconds, he stood over her, glaring at her darkly. Then suddenly, he whirled away, settling back in his chair like nothing had happened. He smirked at the glare she sent him.

Just as he was wondering if anyone else would show up, Rogers entered the room. The soldier nodded at him and Romanoff before taking a seat.

"Thought you guys would have cleaned up." The widow said to Rogers. He just shrugged and looked at Loki.

"So you got the message." Loki rolled his eyes and gave him a look that said, 'Really?' "I knew you were called Captain America, not Captain Obvious." He retorted. Loki outwardly cringed. It was really a horrible response. The captain just rolled his eyes, while the widow snorted. He was surprised to see a few somber faced agents walk in through a different elevator towards the back of the room, then again, humans were cleverer than they seemed. One of the entering agents was Agent Batler. She stood out from the other agents, with her green hair and large, observing eyes. When she saw him, she blushed slightly. He simply frowned and turned away. The three agents sat down and looked at him silently. He stared back at them, memorizing their faces. One, a woman seemed oddly familiar.

Another ten minutes past before Banner and Stark exited the elevator. Stark smiled cheekily at Loki and winked at Agent Batler, who intern, rolled her eyes. Pepper came through yet another door in the wall. This one was very hard to see when it closed behind her. He had to give it to Stark; he did know how to design secret doorways. Thor came in via the door Pepper had used.

"Alright, is everyone here?" Stark stood up and asked. He looked around at the all the faces.

"I would like to know why I am here. I gather that this isn't something Fury knows about." Loki stated, eyeing Rogers.

Banner looked at him and said, "You agree with us that what is happening to Kate is wrong." Loki nodded, made sense really. But he performed the experiment? There was definitely more to this story than meets the eye.

"Now that applies to all of you. So, what are we going to do about it?" Stark asked. He almost sounded like he was talking to a group of children.

"We could break her out." A young agent suggested. This was met with a lot of nodding and a scoff from Loki. Like this hadn't occurred to most of them.

"I'm sorry bu-" Loki was interrupted by Stark. "No, I don't think you are." The man muttered loud enough for everyone to hear.

"Tony!" Pepper hissed. "I mean, please enlighten us, oh mighty Loki!" he said dramatically. He made a flamboyant wave in Loki's direction.

Loki narrowed his eyes and glowered at him. Then he continued, with just a hint of anger, "If you don't agree with this, why did you even carry out the experiment, Banner?" He honestly wasn't that mad about Stark's behavior, but about Banner's actions.

The scientist sighed heavily, the guilt plainly written across his face. "Just let me explain. Three years ago, after Ultron, Fury approached me with an idea. A genetically altered human who could be the next Hulk slash Captain America. At the time, I had no idea about Kate. I just assumed it would be used on a _willing_ participant, not a _twelve_ _year_ old kidnapped girl. I agreed to make the serum. About a year ago, I saw the list of subjects; three, two boys and a girl. I researched the three of them, coming up with little information; there was a little less than normal for the boys and next to nothing on Kate. I'm still not sure why." He stopped for a moment, tracing a pattern on the table, his brow furrowed with frustration and confusion. He took a deep breath and continued.

"The two boys were twins, sons of one of the scientist in the bio-chemical lab. There genes weren't compatible with my serum. Fury was very specific. He wanted this, for lack of a better word, _mutant_ , to be able to camouflage into its surroundings, be incredibly strong, fast, and intelligent. He also asked me to try to give the subject wings. That was tricky, but obviously it worked." He paused, a quirky, humorless smile showed through briefly. "As soon as I found out it was going to be used on a kid I backed out. I told Fury I wouldn't perform the procedure on a child. He told me he would do it with or without me. I had to do it then. If some other idiot from bio-chem did it, the consequences could be drastic. I didn't want her to be impaired, so I agreed. The only reason why I did it was to make sure she wasn't injured severely in the experiment." He finished. Banner's eyes were so sad and guilt ridden, it was pitiful. Loki knew he wasn't lying and felt much better because of it. He would always deny feelings for Kate, but she needed someone to look after her. He was very glad he wasn't the only one who wanted to help. It would make this much easier.

"Alright then, let's make a plan to break her out." Stark said into the murky silence filling the room.

Banner straightened in his chair, and looked at Stark. "We can't get her out of here until after she wakes up. If we get her out now, she won't be able to operate. She could hurt herself or others at the moment. I say we wait to make a move until after she's awake and can function. Another thing to take into consideration is that her mind when she wakes up won't be like it was." When he finished, several of the attendants made notes. Loki just turned the pad of paper in front of him into a small dragon that flew into the Widow's hair. She turned and gave Loki a savage look before snatching the poor little creature back at him. He snapped his fingers and it disappeared into a puff of smoke that smelled like paper. A few snickers were heard and plenty of glares were sent his way; except a few people did ignore the stunt, such as Pepper. But Stark did smirk at Romanoff. Rogers simply put his head in his hands and sighed.

"But surely she'll want to leave, to escape." Pepper said. Her statement snapped the group back to seriousness, and even Loki straightened slightly in his chair.

"Not necessarily, she may be so confused that she might think SHIELD is-" Stark was cut off as the elevator dinged behind him. He turned around in surprise, so did Loki. The doors parted to reveal Agent Maria Hill. Loki groaned internally. As much as he detested the Avengers, he had a special hatred reserved for Agent Hill. She had shot him in the shoulder mere minutes after he showed up on Midgard. Although bullets wouldn't kill him, they still hurt, very much so. Hill most likely didn't know, but he still felt his pride wounded by the fact. He made a mental note to get revenge on her for it.

"Sorry I'm late. Thanks for the invite, Natasha." Romanoff nodded her head slightly, and a small smile lit her cold face before it vanished. There were no empty seats available, so Hill leaned against the wall, observing the group.

"Loki," She said coldly, when she saw him. "I didn't think you cared about anything but world domination?"

"Contrary, to common belief I was not my self during that time. I actually care about the severity of the situation, even though I don't harbor any emotional feelings for her." That last part was a complete lie, but no one could lie better than Loki himself. Too late though, Loki realized he had let himself slip during his explanation to Hill. The anger in him was always there, but normally he was better at controlling his emotions. It was getting harder and harder every day now.

"What do you mean, 'You weren't yourself?'" she asked skeptically. By now, the room was silent and all eyes were trained on the god. The tense feeling in the air was thick enough to cut with a knife. Only Thor and Frigga knew what had happened to him, but even then, they only knew bits and pieces. It was his story and no one would understand; ever.

"We are here to talk about the girl, not myself." He replied coldly. His words carried through the room, ending their small debate with finality. No one would meet his eyes, but it wasn't with fear… were they _uncomfortable_? _Good,_ he thought, _that is not something I wish to discuss, now or ever._

Banner briefly explained what they had been talking about previously. Hill nodded and offered her own thoughts on the break out.

"Hey, guys listen. You're planning this whole big scheme on getting her out, but you realize you don't even know how her mental state is. We need to find out how her brain is thinking, before doing anything else." Romanoff said. Banner, Pepper, and Hill nodded in agreement.

"Okay and who can do that?" Stark asked, with fake look of confusion. "Oh yeah. Our resident magician Loki." Stark turned to look at him, smiling cheekily. Loki's face remained impassive.

"If you hadn't realized, I can't very well get into her cage. Even if I could, I can't guarantee helpful results. The mind is complex. Extremely elaborate plains of thought exist. Her mind could be broken so completely that I can't even get in. It would be like she was dead. Or, she could just be in a kind of disjointed nightmare. Those are the most common, but there are multiple possibilities." Loki explained. For once, there was no malice or sarcasm in his statement. At the moment, he and SHIELD and the Avengers were on the same team; if temporarily.

"Ah, well you should get in easily. Agent Batler here works in diagnostics."

The agent studied Loki's face. "I can't promise much. Only that the door will be open between 4:15 and 4:16 a.m. tomorrow morning; right when my shift ends." Loki nodded. He couldn't waste a second. Plans started to form without him even needing to consciously try. He even had a mental checklist of everything he needed to do.

After that was settled, the other agents that accompanied Batler entered the discussion, offering their areas of expertise. Loki's attention was diverted to Thor. He was tapping his fingers on the table. There was no rhythm whatsoever and it was more irritating than Oden. Loki snapped his fingers briskly. The burst of magic he sent, slithered across the table, like some surreal serpent. The pale green magic wound around Thor's fingers, stopping the movement before fading into the air. The tapping stopped, but he sent him a glare. In return, he flashed a smirk and shrugged.

After many dull hours of conversation on topics that didn't concern him, he found his mind drifting to other things. More than once he had wondered about Kate's past. What had happened to her parents? What had happened to her? She couldn't have been homeless for more than a year. Why did she always flinch when she was touched? He remembered when she had hugged him; she had instinctively flinched, even though she had initiated the hug. There had to be a reason behind that.

But these weren't the most pressing of issues. His main query was why he even _cared_. He could be back on Asgard, planning a way to escape the All Father. After searching his inner most thoughts, he came to the only plausible conclusion; he could use Kate to break free.

* * *

Loki was thoroughly bored. Never be early to a jail break. That would be his advice to anyone curious, because at the moment, he was just standing in the shadows, waiting. Although, he didn't have enough magic to be invisible, he had just enough to make himself look like a shadow. A few guards had passed by already and hadn't even glanced.

Ten minutes early! Why had he thought that a good idea? Why?

Finally, it was 4:14. He let the shadow illusion drop and quietly slunk inside. The only thing he focused on was getting to the control panel, and not getting caught. By no means, was he to look inside that glass cage until absolutely necessary.

"Okay, almost time." He muttered. The seconds were like hours, ticking on and on. No one was in the room but himself and Kate. With a deep breath, he walked over the door and waited. Finally, he heard the tell-tale click of the door opening. It was now or never.

Loki walked inside. Within seconds, the door clicked and slid closed behind him. He was vaguely aware that he was now locked inside with the creature. He didn't really care. This was his chance to see what was in this thing's head. To see if any human was left of the girl.

* * *

Hello! Welcome back to my odd story! Hope you liked it and I just saw Civil War and oh my gosh oh my gosh oh my gosh oh my gosh! It's so freaking amazing! Won't spoil anything but it's so freakin cool! Please REVIEW! I love review! Great motivation! I'll post every Monday! By the way, someone from India read this! That's so cool! Review, Fave, and Follow!


	6. Chapter 6

Chapter 6

Currently, it was curled up on the floor. Sleep or pain had taken over and its wings had grown since last he had seen it. The colors drifting across it were a mixture of greens and greys. He knelt down next to it and placed his hands over its temples. A shudder swept through its body, angry reds and oranges rippled from where his fingers touched the feathers and fur.

He closed his eyes and felt with his mind for a subconscious. In an instant he was inside its thoughts. Memories drifted by, thoughts sliced by him, and scrambled emotions writhed about. Loki was mildly amused to see his baseball cap floating about. He adamantly refused to take it off.

He looked up at the sky. It was dark. This wasn't a good sign. A dark sky meant a sickness; a sickness of the mind. A few scraggly trees spotted the gentle hills. A mind was similar to a planet but more… complex. Swirling rivers screeched and screamed in little valleys below his feet. Occasionally stopping and spreading into oceans, before shrinking to little gurgling streams. He was taken aback at how strange her subconscious was. Most beings minds reflected their homes or places they loved to be. This wasn't anywhere. It was landmarks, geological formations, and so much more. No place could be like this.

After being initially overwhelmed by the onslaught of sights and sounds, he took a good look around. A small window in front of him offered a view into a room. It was a white room with four people standing and a woman holding a baby. He recognized them as Kate's family. They stood limply, almost like zombies, with dead eyes, limp hair, and emotionless faces. Even the baby had the same inhuman look on its little face.

"You could have stopped him." The man said in a monotone voice. The family all stood lifelessly, gazing at Kate with glazed, dull eyes. There wasn't anything in there expressions to be seen as malice, but there was an aura about them that portrayed wickedness.

"No, no I couldn't!" Kate whimpered and sobbed in a corner. When Loki laid eyes on her, he felt a flicker of pity. This was how she had looked the day he had seen her; ragged, starved, and in agony. The small mortal shivered and clawed limply at the walls, like she might be able to scratch her way out.

"You were right behind him, and all you did was watch." A little boy accused. Kate turned away from them and started to sob even more uncontrollably. Loki felt an urge to go and comfort her, but the window he watched from, was too small. Instead, he turned away, going to search for another memory. As he walked away, he heard a howl so wretched, that he almost turned back, but instead hardened his heart. It wasn't Kate. He was here to help Kate.

Loki wandered around a lake of shifting voices, stopping at another window. This one was large and round. He peered in.

A different version of Kate sat in the middle of claustrophobically small circular room. She was in a strait jacket, which did not bode well. The walls were padded and beige colored. In fact, everything was beige except her eyes; they were an icy gray. The effect was rather peculiar.

"Monsters are demons under the bed, and demons are monsters tearing your head!" she said in a sing song voice over and over again. Loki was mildly curious, actually. She giggled and balked as she sang her little tune. Her watery grey eyes roved and flitted aimlessly around the room. She resembled a goblin, with her twisted, lopsided smile, and matted hair.

"Hello, can you direct me to the gift shop?" he asked. Why not have some fun? He had always enjoyed talking to the voices in other's heads. Her eyebrows knitted together in confusion, but her eyes glittered with uncontrolled cleverness.

"Gift, gift, gift. Who needs gifts when you can have talksies? Who needs shops when you can have gifties?" she muttered. With every word she twitched. Loki smirked. This was fun. This wasn't a memory or a voice; this was a state of mind. Maybe when Kate was starving, this was how her mind was? How intriguing.

"You better run, run, run Loki Lock. My monsters are coming to tear you head!" she giggled. A raspy cough lurched out of her throat. It was like sandpaper against gravel; it hurt to listen to.

"And how do you plan to do that? Need I remind you that you are bound?" he asked sarcastically. He was beginning to like this…could you call a state of mind a mortal? No, but he liked her any way.

She giggled again. "Oh, am I?" her straight jacket slithered off of her like grotesque snakes, writhing at his feet before melting into the ground. He wasn't fazed in the slightest and turned his attention back to the mind-state. She now wore an exact replica of what he was wearing the day Kate had run into him. A trickle of weariness started to form. She couldn't hurt him, surely? Now that he thought about it, he didn't know. He had never been scared of another being, well that wasn't entirely true, but he wasn't afraid of this little mortal, was he?

"You better run, run, run Loki Lock! My demons are coming. Wait!" a scowl crossed her face before a look of absolute glee followed. "I'm the demon!" she cackled madly before stopping abruptly. "I said, you better RUN!" she bellowed. Then she rushed at him. He made a quick decision that he should run too.

A spongy pink path wound around trees and lakes, mountains and valleys, all undulating in size. His feet pounded down again and again. The spongy texture made it hard to gain any speed or traction, but it seemed that Kate was having trouble as well, and that was good enough for him.

While he ran, he heard her cackle and giggle manically. She started gaining ground somehow, but he wasn't worried. This was still fun. Loki himself started to laugh a little when she got close enough to touch him. She would tap his shoulder, kick his legs, or grab his arm before falling back. She was baiting him. But he was baiting her. He was heading for a large white tree; its branches tickling the dark sky above. But this was no ordinary tree. This behemoth constantly shifted into an equally great white lion.

The girl was close. He heard her giggling, felt her fingers snatch at the air behind his shoulder. Loki's long legs carried him over the roots of the massive tree, leaving swirling imprints. When he hurdled over the last root, he skidded to a halt and turned around at exactly the right time. The tree morphed instantaneously into a massive lion, with paws the size of trampolines, fangs longer than his leg, shimmering purple eyes, its mane was woven out of millions of slim white branches, and it rippled with sinewy muscle. The large white lion snatched the insane girl in its jaws. The lion's calculating purple eyes glanced at him for a moment before turning back to its catch. The girl screamed in delight as it bit her. Loki was slightly disturbed by how happy she was, but shook off the feeling.

Loki watched as the bloody girl literally fell apart. "Well, that's rather disarming." He muttered. Her body literally disintegrated into small slips of paper. Words written in red ink covered the small slips. He picked one up carefully. One word was written on this one; Vision.

* * *

Loki was wandering through her memories again. He had walked through here more than once, but each time he found something new. During his previous stroll, he'd come across a field of dead memories. Unsalvageable, he hadn't stayed long, but it bothered him greatly that so much was gone. These were recent memories, broken and scorched. He pushed his worries aside. It probably had something to do with her transformation.

His musings wandered from how fragile Kate's mind was, to what he would eat for dinner. After a little while he realized he was walking in a field of knee-high trees. In size, they were more like shrubs, but proportionally, they were similar to trees. He saw trees with fluffy feathery leaves, some with jagged, stony branches, and a few had trunks with strange lumps under the bark. They came in all colors as well; striking blues, energetic reds, serene yellows, angry oranges, and many colors he hadn't even known existed. Above each tree was a floating name. With a little curiosity, he found his. His tree was by far the smallest and most alarming. Its trunk was gnarled and shaped rather like a tear drop. Its leaves on the other hand, were large and soft. They were vibrantly orange on the edges, but a creamy white in the middle, sprinkled through with pale green. The green speckles formed intricate patterns. It was beautiful in a strange way.

He was about to touch the tree when he heard a gasp behind him. "What are you doing here?" a voice shrieked behind him. It was Kate.

"Why hello Kate, how are you?" he asked pleasantly. This wasn't the insane Kate. This was the Kate he had talked to in the holding room. It was the same Kate that had hugged him. Loki wasn't entirely sure how he knew, he just did. Just like he knew how to handle a dagger, it came naturally.

She gave him an apprehensive look. Then, her face seemed to brighten. "Can you help me remember?"

"What?" he was taken aback by the strange question.

"Follow me." She said, before turning around and climbing onto the back of a large wolf. She reached down and pulled him up behind her, his feet brushing the top of a large tree with purple flowers. He was a little surprised at how she had pulled him up, and that a large wolf had materialized out of nothing. Normally, one's mind automatically obeys the laws of Physics and mimics reality, incapable of branching out. Then again, this was Kate's mind.

They rode through the twisting landscapes that were her psyche, weaving passed memories that called out for someone to watch. The wolf ran on a road that zigzagged through so many scenes, it was overpowering. But Loki had been in other's minds, he knew how to shield himself from this. Every once in a while a wild animal would come to chase them, and Kate would urge the wolf to go faster.

Soon, they were at a wall; a golden barrier of energy that changed and contorted with every touch. There were no memories, thoughts, or emotions here; just emptiness. Nothing could be seen through it. They disembarked, and the wolf trotted off into a dense forest before dissolving into the darkness.

"I don't know what it is. Kate doesn't either." His body stiffened. Something was wrong. Loki slowly turned to look at her.

"What do you mean, 'Kate doesn't either.' Aren't you Kate?" this was new. He had never experienced this before.

"I am her, but I am not her. I guess you could say I'm that little voice inside her head, or a past self, or a self to be, or even a self meant to be!" She gave him a sly smile before turning back to the wall. Loki gave her a confused scowl, but decided to let it be. Even when he pushed the concept away, he couldn't help but feel like this was something he should know. Later, he would figure it out, but not now. There was quite a bit to figure out, wasn't there?

"There are cracks, and they seep through, contaminating her dreams. Every time I touch it, painful blisters appear and I become confused. You touch it and see what happens." She insisted. Apparently her curiosity was greater than her regard for his wellbeing.

With a shrug, he reached out and felt the wall. It was smooth and pliable, bending inwards when he pushed. There was something very familiar to it, and evil, but he didn't know what it was. He was starting to get frustrated by all this; it was all so familiar, but none of it made sense. After much poking and prodding, he gave up getting through and looked to Kate.

"When you say you can't remember, how far does your memory go?"

She scrunched her face in concentration. "Well, I remember my family, but they're only images, like I should remember their voices and personalities, but I can't. This wall is in the way. I remember the city, the school, and recent stuff, but everything else is blurry, or not even there. I definitely remember the man breaking in and…" she trailed off, a pained look in her eyes.

"What did this man do?" he asked quietly. Her face was so confused and crestfallen. Deep in her eyes, you could just make out the depression in her, but she fought to let it be concealed. Eventually, her she focused on the ground.

She was uncommunicative, like remembering this was hard. "He…killed them, but I was out of the way. I had hidden in a closet. Police came, I was taken to an orphanage, and I ran away. I lived in the city for almost a year before you showed up, getting in my way." She meant it as a joke, but Loki didn't find it funny at the moment. Neither did she.

"What do I call you?" he asked softly. She didn't seem to hear him at first, but she did.

"Protector is my name. I was born from mistrust, fear, anger, and love."

Loki nodded. He did, in fact know what was going on. This was another state of mind. This one was very self-aware compared to others. Protector started to talk again.

"Kate wanted to protect those she loved. She couldn't when the man came. When Romanoff pulled the gun on her, it drove her temporarily insane with fear. Obviously Psychopath had control then. But I was born. Her natural walls had collapsed. When the dust settled, I rose victorious. Now, she has me to help her. And who do you think helped refine my skills? Got any guesses?" she hummed slightly and looked at him, expecting him to know the answer. All the hopelessness, trepidation, and loneliness were gone now; replaced with a brutal intellect, and stubbornness. A suspicion started to form and he really didn't want it to be confirmed.

"The answer, dear Loki, is you. You made her realize that protecting those she loved was more important than her own well-being. I was made to protect." She finished her little speech rather dramatically. But it hit home. _Made to protect_. This reminded him an awful lot like his mother. _Made to protect._

"Since you obviously don't know how to get through, you should go." She said evenly. There was a steely glint in her eye when she looked at him now.

He hummed. "Why should I?"

"You don't belong here, simple as that. You have over stayed your welcome. I wouldn't want you to be hurt by Psychopath." She said with mock worry. He glanced at her and raised his eyebrow with disinterest. Protector scowled at his apparent indifference. So she wasn't very perceptive. Maybe he could use this to his advantage.

"You can be rather irritating." He said teasingly. He still wasn't done examining this wall though. If he stayed here long enough, he could figure this out. He needed to buy some time, but how?

She sighed. "I know."

Almost too fast to register, there was a blur of movement. Then, before he even knew what was happening, a jagged blade of metal impaled itself in his chest. He fell to the ground, the metal hefty and surprisingly painful. He was so aghast he almost missed the last words Protector said.

"Good bye Asgardian. Come back soon." She smiled sweetly and he was swept up and up and up.

The feeling of being forced out of someone's mind isn't pleasant. Imagine a bubble forming inside your chest, but it doesn't go away. Then your toes start to tingle, and a pounding builds behind you temples. Needless to say, Loki was almost glad when he awoke to find SHIELD agents dragging him away from the thrashing, wailing thing that he now knew was still Kate. Almost.

* * *

She closed the door, took five deep breaths, and then opened it again. The thick oak door, slid on its hinges soundlessly, allowing her to see the two beings in front of her. One was tall, with black hair, gold and green leather armor, and wearing a dark green baseball cap. Standing next to him was Protector. She frowned. Protector took her job seriously and this could end up getting messy. Truth be told, she was a little over-protective. Protector lived up to her name very well. Out of all of her advisors, she was most weary of Protector. It wasn't that she couldn't be trusted, on the contrary she was the most reliable, but she was young and incredibly passionate. She watched the scenes unfold before her; Protector conjuring a jagged sword and waiting to hear the man's response. Who was the man anyway? Why couldn't she remember? In fact, who was she? Where was she? How did she get here? Protector had told her, repeatedly to stay in the room, stay there and wait. But had she listened? No, she'd gotten bored, and now she regretted it immensely. A pounding in her head was forming from all these unanswered questions, but the worst was yet to come; Why can't I remember what happened a minute ago?

She had already forgotten about Protector and the man. By now she was puzzling over her apparent amnesia. Her head in her hands, she tried to pull herself together, to find an anchor. Nothing worked. No matter how hard she tried, she couldn't focus. She started to pant, heavily from the strain of remembering, sweat ran in rivers down her forehead and into her eyes, blurring the scenes before her. Soon, she was scared. Very, very scared.

"Help me." She hissed to know one in particular. Her voice was laced with unbridled despair. The darkness was closing in. Suffocating waves of feral panic mingling with an all-consuming loneliness that threatened to crush her.

But, soon she heard a soft, kind voice, murmur in her ear, "Always."

* * *

I've spent this entire week editing my chapters and finishing the ones that weren't done. This one is much shorter than normal, and the next one will be too, but after that, the long ones will be back! I finally have an awesome plot and direction for this, and i'm so excited to show you guys! By the way, can we talk about Marvel's new Captain America comic? Hydra?! Freaking Hydra?! No way! So, as it's a stupid decision, I've elected to ignore it. Who's with me! Alright so I hope you like this chapter, as always, Review (come on just a few words, it isn't that hard), Fave, and Follow!

Bye:)


	7. Chapter 7

Chapter 7

"I have nothing to apologize for." He said haughtily. Loki sat, relaxed and at relative ease, listening to Fury rant.

"Because of you, we might have to terminate this project! You could've made her into a demon! How do I know, you didn't brainwash her?" he shouted through the glass.

Loki smirked, crossed his arms, and said, "Well, you might have to trust me."

The look on the man's face was enough to broaden Loki's grin considerably. Fury gave him a look that simply said 'Are you kidding me?'

The director shook his head, and stormed out of the room. As soon as he had gone, however, Loki let out a sigh of exhaustion. He closed his eyes and thought about the last few hours.

As soon as he had exited Kate's mind, SHIELD agents had dragged him away, injecting him with enough tranquilizer to make an elephant unconscious. Of course all it did was make him tired, but it was enough to subdue him.

They had dumped him in a small cell with black honeycomb walls, and a window, were the humans could ogle at him, like he was some sort of exhibit at a zoo. None of the Avengers had come to see him. He had thought he had seen Agent Batler, but he wasn't sure.

For the last three, four hours he had put much thought into the issue at hand: Kate. He relived over and over, the last few minutes he had been in her head; Protector, the wall, and getting stabbed. He visualized every detail, every sound, and every movement, everything that was happening. The one thing that stood out was at the end he had felt another presence.

There had been something- no, some _one_ \- in Kate's mind. If frustrated him that he couldn't figure out who it was. It wasn't Asgardian that was certain. Neither was it Jotun, but was most definitely someone from the nine realms. The one thing that discounted his theory was there was a feeling of Midgard about it. He sighed heavily. This was very, very confusing. How could someone be of Midgard, yet not be of Midgard?

Another mystery was her mental landscape. A simple theory was that it was the drugs manipulating her, driving her mad, but nothing was ever that simple. The way everything changed, how she had the majority of her memories blocked, and didn't consciously realize it… There was something going on, something very devious at work. The more he thought about the wall, the more he remembered something from long ago, after the fall. He remembered the purple titan's wrath when he didn't 'perform' well, remembered his glee when he did, and never would he forget those despicable tournaments he held…

Loki sat bolted up. That golden wall that at first he had thought might be Asgardian was not. It was the work of Thanos. But how? Why? When? What purpose did a mere mortal like Kate serve? Why put a block in her head? When did it happen? And how did he manage to put such a powerful enchantment over her without frying her brain? One question answered, and a million more because of it. He needed to get off this Midgardian rock to figure it out! But he was tied to Thor like a dog on a leash. Where ever he went, Loki had to go too.

He leaned his head back, and closed his tired eyes. Until now, he hadn't realized how exhausted he was. In no time at all, he had fallen into a deep sleep.

* * *

In every book she had read, it always said that it was peaceful, soft, or calm when you woke from being on anesthetic or some other drug that induced sleep. That was not true at all.

It was abrupt. One minute, Kate was drifting lazily in a gray haze, the next waves of searching pain, shrill beeping, and a dull _thrump_ _thrump thrump_ from somewhere invaded. She squinted at the ceiling, waiting for her eyes to readjust to the light. It was much faster than she thought it should be. With her eyes readjusted, she took inventory of the room. It was square, with smooth black walls, a cold looking white floor, no visible door or windows, and a large cot, that she at the moment occupied. As she took a moment to get her thoughts in order, she realized with a jolt that there weren't any lights on. No bulbs, no anything that could allow her to see. How was this possible? It had to be dark as a cave in there, yet she could see every minute detail in the fabric of the cot.

Something flickered in the corner of her eye. She twisted her neck around to look.

"Oh." She said in awe. She had wings, large elegantly folded wings. They were closed on her back, in shades of grey and purple. With her new vision, she could see everything about them. All the feathers arranged in perfect order. She reached out to stroke one of them, and found they were coarse, not silky, as she had originally thought. No matter, she had wings! A large smile formed on her face. This was just so cool. This was something out of a Sci-Fi film.

The wings transitioned smoothly from feathers to dense fur, almost like a beaver's pelt, where her wing joints met her shoulder blades. The fur was smooth, short and fibrous. Without warning, it fluffed up, making her look double her size! It was so surprising that she gave a yelp of shock and orange blossomed all over her. When her heart rate slowed, the fur settled back to its former smoothness. Mastering her new abilities would take time.

She plucked at the gray cotton shirt she was wearing. The SHIELD insignia was on the left shoulder, like normal, but there was something else written underneath. She tried to straighten the fabric enough to read it, but it was too confusing. She bit her lower lip. No one was around, and there didn't seem to be cameras. She sighed. Her curiosity would be the death of her. She slipped off her shirt, and looked at the words quickly. It said:

Project Freedom

What was Project Freedom? It had to be her, but why was it called 'Freedom'? Another question for Fury. She added that to her list, and went to the next thing on her mind; standing.

She swung her legs over the edge of the cot, and hopped down. She felt strong; very strong, and tall. Now that she looked at herself closely, she was much taller than she had originally thought. That experiment did more than mess with her genes; it changed everything about her! She felt like she was ten feet tall! It was strange. Kate tried to stretch her wings, but there wasn't enough room. A frown crossed her face. Her thoughts were diverted a moment later when a very powerful something whacked her legs. She spun around and nearly fell over. With her new height, and wings, she was heavier than before, and it would take much getting used to. The same powerful something walloped her again, this time it was her arm. She instinctively reached out to grab it. At first, she though it was a furry rope, but as she kept looking at it, it dawned on her that, this was a tail. She had a tail. It was long, and seemed to have a mind of its own. It swung everywhere, hitting everything, especially her.

"Weird, but cool. Help with balance, I guess." She supposed. Her eyes widened. Ever her voice had changed! It was slightly deeper, and smoother. How much had she transformed?

Spots started to form in front of her eyes, making her dizzy. She sat down on the cot, crossing her legs, and pulling her tail from behind her into her lap. It flicked and twisted halfheartedly. If Kate concentrated really hard, she could stop it from moving altogether. A warm feeling of victory settled in her chest. That was a start to controlling her abilities.

She leaned back and rested her head on the wall. Its cold surface didn't bother her. Thick feathers and fur gave her an extra layer of warmth. She smiled. This was amazing.

Although, she liked having her improved vision, she wished for real light. She didn't honestly need it, but it would be comforting. An idea occurred to her. If she had a tail, wings, and who knows what else, maybe she had…

"Only one way to find out." She murmured. Kate smiled again. She really did like the sound of her new voice.

Her eyes scrunched together, and her grip on her tail tightened. She concentrated on bringing light from inside her, out. Seconds ticked away into minutes, until with a sigh, she gave up. Maybe bioluminescence was too much to hope for. It would've been cool though.

She sighed again and her wings curled around her. What would it feel like to fly, to have that freedom, and way of escape? Kate had never been afraid of heights, but she had never been fond of them either. A thrill of excitement filed her with the thought of soaring above cities, and diving through clouds. How would the Earth look way up high? She wondered if it would be cold up there, and how high she could go.

Hours passed by. But Kate wasn't bored in the slightest. She had soon discovered that she could isolate certain areas on her body, and change the color. She was having fun making her foot white, but her toes a deep green. It was difficult to discern color in the dark, but if she didn't think about it too much, she just knew what hue she was. It was strange, almost like she had a template in her mind. She could now think of hundreds of colors she didn't even know existed. It was exhilarating.

Then, her happiness melted away when a thought crossed her mind. _What are they going to do with me?_ She wondered. Unease settled in her stomach. Would they experiment on her again? No, Tony and Bruce wouldn't let them, right? _They already did, what's stopping them from just continuing?_ A little voice whispered. She knew that Bruce wouldn't hurt her, but what if he didn't know? She started to get scared. Scared in that mind altering way; when the imagination goes haywire.

 _Calm_. A voice murmured in her head. Her heart stopped. It was so familiar. So comforting. It wasn't the voice from the pit, but a voice she knew, but she didn't know how. It seemed to reach everywhere the fear was, soothing and trusting.

 _Calm_. It said again. She closed her eyes, and relaxed on the cot, letting her breathing slow. Somehow, she knew that the owner of the voice was going to protect her.

Another few hours ticked away, and her fear, along with her intrigue was no longer enough to stave off the boredom. Not even the mystery of the voice in her head could keep her occupied for long; it wasn't like she could investigate. What really excited her was flying. She wanted to test her wings, see how fast they could go, how far they would take her, and try some tricks. She could see herself diving and swooping through the air, she could see the people far below awing and oohing over Kate and her daring moves.

During one such fantasy, she heard a voice. Not the pit-voice or the protector voice, an automated one.

"You will be receiving a guest momentarily. For your own protection and theirs, it is advised that you remain calm." The same mechanical voice repeated the message three times. Kate was interested. Who could it be? Bruce? Tony? Dare she consider it, Loki?

Ever since she had woken up, he had been at the back of her mind. It felt strange thinking about him, because it felt like he had been with her recently, but surely that wasn't possible.

Kate sat on her cot with her back straight as a board. She was bursting with curiosity. She folded her hands in her lap. Her tail swished in a quick rhythm across the cot. She stared at the wall opposite her, waiting for her guest.

* * *

Natasha was anxious, undeniably so. Her anxiety was because of Kate. Would the girl hate her? Would she want her gone? She scoffed at these concerns. She was the Black Widow, she was an assassin, a living weapon, and she needn't worry over some girl's opinion of her. But she did. She couldn't understand were this was coming from. Was it guilt? Guilt for taking her to SHIELD? Of all the lives she had taken and ruined, she was guilty because of this? No, she was worried about how the girl would accept her role in all this. Would she want to work for SHIELD or be free-lance, like Stark? If so, then this girl would indeed be in trouble. Fury wouldn't let her slip through his fingers.

The Widow stood with her head down outside of Kate's, for lack of a better word, cell.

There were many things Natasha prided herself on, and one was being able to isolate, and suppress emotion. Why wasn't it working now? Was something wrong with her? Had her years of being a killer finally taken its toll on her, after all this time?

She took a deep breath and ran her hand through her hair. She just needed to calm down. She would do her evaluation, gather info from Loki, and then talk to the rest of the guys.

"Agent Romanoff, Natasha may enter Smithton, Kate's containment. Proceed with caution." The mechanical voice said.

The Widow straightened her back, took another deep breath, and turned her face into an emotionless mask.

The door clicked open with a hiss, and Natasha entered the dark room.

* * *

Sup guys! Also a short chapter, sorry, but the next one will be longer! I will update every Monday unless something goes amiss, and I will also do random updates, like I did on Thursday... or Friday, whatever! Hope you guys liked it, and guess what? Someone from Finland read this! That's so awesome! Shout out to my Reviewers (seriously, you guys are amazing. I smile every time I see one! And it's great motivation for the next chap!) Favoriters (you guys made a good call on adding this to your favorites, *wink*) and Followers (The numbers are growing and it's amazing!) See you guys next week! Dis da Geek out!

P.S. Found awesome book: Black Widow, Forever Red. It's amazing! Totally an epic read! Bye:):):):):):):):):):):)

* * *

6.13.16 having trouble uploading files. Trying to fix it. Chapter might come tomorrow or Sunday, because I'll be in the middle of the woods on Wednesday until Saturday, so no internet. Sorry. Hang in there. In the meantime, check out my favorite fanfics and users.

Dis da Geek


	8. Chapter 8

Chapter 8:

For the first time in a long time, Natasha was speechless. Curled up elegantly on the bed, was a creature she had never seen before. It had a cat like face, large eyes, a long fury tail, and pointed ears on the side of her head. She sat gracefully, her legs tucked underneath her, her tail swishing over the bed. Her first thought was, _It's the Lion Queen_.

The dim lighting in the room vanished as soon as Natasha stepped in. When the glow flooded the room, Kate went from dark smoldering gray, to feathery yellows and silvers. It was rather off-putting. _Have they been keeping her in the dark? What for?_ Natasha scanned the room quickly. The accommodations were few yet comfortable. Smooth floor that transitioned seamlessly into smooth walls. A bed, currently occupied by Kate. A small shelf, what use for it Kate could have she didn't have the faintest idea, and a sink occupied one wall.

Surprise rippled across Kate and her eyes widened with surprise. She literally rippled. Blue waves crossed over her again and again, until it stopped. The rough noise of her tail dragging over the bed stopped. Her tail became rigid and the fur bristled; the light made the hair look prickly and brutal. She turned grey, the same color as the uniform, except for her eyes, which remained brown. Her ears flattened. Without delay, her posture went from curious to hostile. Not a good sign. A hint of a snarl formed on her face. It was a little unnerving, but the Widow had dealt with far worse.

Natasha stared at the mutant girl, unsure what to do at first. What approach should she use? Her brow crinkled slightly in frustration. A gentle approach would most definitely not work. Maybe a friendly one? She really should have prepared for this, but she didn't think this would throw her off. Then again she had only seen the girl during her transformation, not at the end.

"I need to do an evaluation of you." She said, deciding on the straight forward approach, purposefully saying that she needed to, not anyone else. Kate continued to glower at her. Her tail flicked threateningly. The girl radiated suppressed rage. Natasha, for the first time, didn't know what to do if a fight broke out. Perhaps continuing like nothing was the matter would work, but she didn't think it would and she was out of options. "If you would please stand up-" Without warning, Kate sprang off the bed, and flew at the Widow. The blow forced her to the ground. Natasha fought the heavy girl on top of her. Kate's teeth were bared and saliva hung in slimy ropes from her fangs. She groped for the gun at her belt, trying to keep the girl off her without hurting her, but still trying to avoid getting her head bashed in. Natasha let out a cry of pain as claws dug into her shoulders. Warm sticky blood trickled down her arm and onto the ground. Kate let out a growl of anger before stopping her attack abruptly. She sheathed her claws, but kept the woman pinned to the ground. Natasha's heavy breathing echoed in the room.

"You deserve to die." Kate growled. Her voice was low and gravelly, not the clear, gentle accent she had had before the serum. Natasha stopped moving, her hand still on her belt and the other pressed against Kate's throat. The woman looked her in the eyes steadily, no fear or anger, or anything for that matter, but rage still came off her in waves. In the corner of her eye she saw Kate's tail thrash in the air violently.

"I know." She whispered. Oddly enough, she was telling the truth, but she had a plan. This was all new to Kate, maybe catching her off guard would give her an opening. Just as she predicted, Kate's face went slack with surprise. Natasha could tell she hadn't been expecting that at all. Kate shook her head, and slowly got off of her. She eyed Kate the whole time, watching her move around the room slowly. When the Widow had picked herself back up, she still watched her but suddenly, she wasn't there. Right in front of her eyes, the girl had vanished. She had to blink a few times to reassure herself she wasn't hallucinating. The cell was empty, and the door was closed. Realization dawned on the woman. She drew her gun and turned around slowly. She should have known Kate could camouflage.

"I'm not going to hurt you Kate." She said. "I just need to test you." She continued to search the walls of the room, but knew it would take a miracle to see her. Her gun was ready was to fire and she continued to back up to the door scanning the walls and ceiling intently. She should have been paying attention to the floor though. There was movement out of the corner of her eye. She barely had time to register it and block the girl. Again, she was knocked to the ground. She groaned slightly. There would certainly be bruises tomorrow. There wasn't any rage issuing from Kate anymore, but she was still dangerous.

There was real regret in the girl's eyes as she said, "Sorry Widow," which was also the last thing Natasha heard before all went dark.

* * *

Kate's breathing came in ragged gasps. She had just attacked and knocked unconscious one of the deadliest assassins in the world, who also worked for SHIELD. Her gasping increased rapidly and she knew she was on the verge of a panic attack. She shook her head, holding it together was necessary right now. The woman would be fine, but Kate wouldn't be if she didn't get out of there. She regained her composure, and went to the door. Of course, it was locked. It couldn't ever be easy.

"Natasha Romanoff is leaving." She said, hoping the computer would let her out if it thought she was the Widow. For a brief moment she hoped it had worked. No such luck.

"Smithton, Kate is not permitted to leave her quarters." The voice said smoothly. Kate scowled at the doors. "Any attempt at escape will lead to your incarceration."

 _Fine, then_. She thought. Kate put her hands against the door and pushed as hard as she could. The metal creaked, but otherwise did not move. She dropped her hands, wheezing. Her eyes trailed over to the unconscious woman and the blood spots speckling the floor. Dread settled in her stomach, but it only reinforced her resolve; getting out was necessary. She gritted her teeth, deciding to try again. With her shoulder pressed against the door, she rammed it with all her might. The door groaned, louder this time. Kate was worried that someone might hear, but not too apprehensive. Her muscles burned in protest. Her shoulder ached from being shoved against the door. Sweat beaded on her forehead; the fur and feathers felt much heavier than they had earlier. Another assault on the door did nothing whatsoever in her escape attempts. The door continued to screech. She slowly pushed off the door, brows creased and saliva coating her lips.

"Gah!" she roared, slamming a fist into the unyielding metal. Her resentment at the situation coursed through her. When she slammed her fist into the door as hard as she could a second time, her knuckles stuck. Her anger dissipated instantly.

"What?" she said, incredulous. "What in the world?" She pulled at her fist, but it wouldn't budge. "Let go, let go, let go." She repeated over and over. "Why does this always happen to me?" she growled indignantly, frowning at her hand. The ridiculousness of the situation hit her and she couldn't help but laugh. When she had regained control, she looked at her fist to see what could have even caused it to bond to the wall in the first place. What she saw alarmed her.

The culprit, were four smooth claws protruding from her hand. She gaped at them in astonishment. "Cool." She murmured. She felt the smoothness with her finger tips. How had she not realized she had these? Were they hidden like Wolverine's claws? She hoped not.

Now that she knew she had them, how would she sheath them? Pulling them out wasn't working. Maybe the trick was to gently slide them out, like Chinese Handcuffs; that is, if they aren't serrated. She tried to slide them, but they stuck firmly.

"That's not working." She muttered. Then an idea came to her; desperation had released them, maybe calming down would help.

She chuckled for a minute. "You're not freaking Buddha, Kate." It felt ridiculous, but maybe closing her eyes and humming would help. So she did, and guess what, it didn't. She sighed heavily. Relaxing would help. She closed her eyes, and focused on her pounding heart rate. _Boom, ba-boom, boom_. Her heart went. She focused on just the noise, on making her beating heart become steady. Her fist fell from the wall, landing forcefully against her side.

"I did it." She whispered. She smiled triumphantly at her hand. When she opened her fist, it was sore. She winced but didn't mind. She did an inspection of her knuckles. Moving her fur aside, and looking at the skin. At first glance, there was nothing unusual about it, but upon further inspection, she saw the points of claws poking out. She made a fist again, pointing outwards. Four, five and a half inch claws slid out of her skin. They were serrated on the inside and smooth on the outside. At the tip they were translucent but the closer to her hand they got, the darker. At the base they were dark brown. Her mouth formed an 'O' shape in wonder. Forget knives, these were far more hazardous.

She focused her attention back on the door. Where her fist had been, four circular holes two inches in diameter. Her claws had pushed into the metal completely, almost punching through the outer layer.

Excitement built in her. She could escape. Get away.

She punched the door with both fists closed. The metal buckled as soon as contact was made. She slashed at the door again and again, her claws dragged down, gouging out huge chunks. With each swipe she snarled, determined to beat the door. She slashed one last time, and the remainder of the door crashed onto the floor. Kate stood in triumph, a raw pride emanating from her, but the feeling didn't last long. Her smile dropped. Alarms started to blare and flashing lights glared at her from every angle.

There wasn't a single person in the hall, but that wouldn't last long. The security system would alert somebody that she had gotten out. She didn't know what to do. How long would it take guards to get here? Probably not long. She didn't have time to come up with a plan, because right on cue, jarring boot steps could be heard coming down the hall, from the left and right. Her heart raced in fear. What could she do? The guards had to be armed. She clenched her fist instinctively, her claws knocked against her leg. Kate jolted as she remembered she had her own deadly weapons. When she had heard the pounding, she had let the fear take over her rational thought. She frowned. She didn't want to kill anyone considering she was having a hard time controlling the abilities, but since there wasn't a way out, she might have to fight. An idea occurred. With her new abilities, she might be able to withstand a bullet shot, but now was not the time to test it out. She needed an escape route.

Then, she saw it; a maintenance hatch, cleverly concealed in the ceiling. She climbed the ladder quickly, even bending some of the bars. She didn't have time to marvel at her own strength, before she heard the shouts.

"There she is!"

"Surround her!"

"She's going into the service tunnels!"

 _No, no, no_. Kate reached up for the hatch, pushing with everything she had. It swung open, and a blast of cool air reeking of ozone and dust hit her. Despite the stench, it brought relief; she would make it. She sneezed, and as she did so, she caught sight of a man clad in red, white, and blue. The same rage that had filled her at seeing Natasha, filled her again. Without even realizing what she was doing, she leapt from the ladder onto the Captain.

Shouts filled the air, along with gun fire. On impulse, her wings folded around her head and chest, forming an umbrella. Her claws came unsheathed. She roared in his face, feeling the urge to kill, hurt, destroy. Dimly she wondered what she was doing, but the destructive creature inside her urged on the fight.

The Captain was much stronger than the Widow, so he was able to deflect more of her attacks, but she still managed to scrape him and rip parts of his suit. This enraged her even more. Her attack increased in ferocity. The gunfire and shouting only egged her on.

The Captain was using one arm to hold her off him and the other to try to shove her off. She wrenched her head off his arm and lunged at it. She gripped his forearm in her fangs, biting with everything she had. Her finely tuned ears heard the sounds of splintering bone. Her attack on his arm became even more vicious, utterly destroying the padding and suit that covered it. Blood coated her fangs and dribbled down his arm onto the floor. The Captain yelled. The gunfire was too loud for her to hear anything, but even if she wouldn't have listened. There was only one thought in her head: kill. His arm was close to breaking. Only a little more pressure and it would snap. Then her teeth closed on empty air. Kate snapped in rage when the Captain wrenched his arm out of her jaws. He punched her in face before she got the opportunity to bite him again. She roared, outraged. Again she snapped at his fist, but he pulled it away just in time before he punched her shoulder, and she lost her balance. He tried to shake her off, but she hardly swayed. In the second that she was unbalanced, the Captain managed to drag his shield between himself and Kate. When her claws hit the metal, a sharp peal reverberated in the air. Her claws and fists pummeled the vibranium, not even scratching it. The only damage it caused was the paint peeling off.

The slippery surface didn't offer much purchase for her claws and she slipped. Her feet were still planted on the Captain's thighs, but her upper body toppled forward, landing with a thud on the ground. She thrashed around, trying to get up. The Captain took it as an opportunity to stand up. It was a mistake. A strong sure strike from Kate swiped his legs out from under him and she shoved herself off the floor. Sharp stinging on her wings made her roar. She wheeled around lashing out blindly. She heard a cry of pain. A horrible pleasure welled inside her, she loved that sound. She struck at the first moving thing she saw, this time aiming at a guard. He dropped to the ground, clutching his side as it bled profusely. When she saw the blood pool over the ground and the guard's horrified face, she stopped moving. The sickening sight was enough to clear her head. She looked around, horror stricken and baffled. What had she done?

"Stop! Stop! Hold your fire!" the Captain shouted. When the hail storm of bullets stopped, Kate unfolded her wings. The rage was gone, replaced with fear. She shouted, then rammed through the guards, knocking them over like bowling pins. She leapt off the ground as hard as she could, catching hold of the lip of the hatch. She hauled herself in, slamming the door over the opening closed. Her fingers fumbled with the lock. It took longer than it should have, but she finally did. She felt traumatized and nauseous at the thought of what had just happened.

Her breathing came out in uneven gasps. She folded in on herself, breathing laboriously. Why had she attacked the Captain? He hadn't done anything to her. He hadn't harassed, yelled, or threatened her. Now that she thought about it, she didn't remember even jumping off the ladder. The battle between herself and the Captain had seemed like a blur, a dream. Then she remembered the blood; so much blood. And the guns, all pointing at her. Had she been shot? She reached around to her wings, stretching one out as much as she could in the cramped space. Small holes perforated her wings, the blood already starting to clot. Her whole body went a sickly white tinged with green. She had been shot with real bullets, multiple times. She might have killed someone. Then the sight of the guard on the ground surfaced. That terror, that fear, and the blood. At that point she broke out in a cold sweat, it glistened on her fur. Her throat was dry. She needed water. When was it last since she ate or had anything to drink? Maybe eating was a bad idea, she felt like she was about to be sick. She closed her eyes tightly, trying to pull herself together. A red flashing light above painted the insides of her eyelids red; like the guard's blood. Her breath came even faster. Surely the entire carrier could hear her.

"I killed him." Kate croaked out. She raised a shaking hand to her mouth, attempting to stifle the wheezing. Tears started to form, clouding her vision. "I killed him." She cried out. She started to choke on her own tears. Her distress was sending away all rational thought.

Pounding on the hatch pulled her out of her panic attack. They were coming. They would kill her. She wiped her tears away, and forced herself to pull it together for the time being. She could freak out all she wanted later. More banging and muffled yelling from below intensified her resolve. She scrambled to her feet and took off running down the narrow hallway, tail whipping like a banner behind her. The dim lighting was no problem to her, but in her haste, she ignored the wires. Many times she tripped and without bothering to untangle the cords, she ripped or slashed them off and continued on her way, disregarding the consequences. Eventually, she found herself at a dead end. Above her was another trap door, there was another below her too. She needed to get out of here. The walls seemed to be closing in on her. She needed freedom.

The low ceilings of the tunnels had hurt her back when she had been sprinting through them earlier, but now, it helped her. She didn't need the step stool. The well-oiled latch slid over easily and with a slash of her claws, she broke the lock. The door flew open, with little assistance from her. She pulled herself up and out of the Heli carrier into the sun. It felt like a million years since she had last seen the sun or smelled air so sweet and fresh. For a moment, she forgot about everything. About her transformation, her attacks, her nightmares, Loki, Fury, Natasha, and everything else; she just basked in the warm rays of light and the wind that teased her ears. But her reprieve from reality was short lived.

Soldiers, guards, and agents marched towards her from all sides, oblivious to the wind. She had nowhere to go. The guards had guns strapped to belts, but in their hands were three pronged rods of pure electricity. Those would definitely do damage. The soldiers held strange guns she recognized as tranquilizer pistols. No way was she going to be drugged again. A few agents prowled on the edges, armed with strange compact hand guns.

Despair washed over her. She was going to be punished and trapped, or executed for killing a guard who had only been doing his job. Her wings rustled behind her, hitting the sides of the hatch painfully.

A particularly strong gust of wind whipped her hair around her face and tickled the tops of her wings. "Oh." She murmured. Her eyes widened with excitement. A shiver went through her body, traveling down her spine to the tip of her tail. There was a way out; flying. She pulled herself the rest of the way out of the hatch. The wind buffeted her instantly. She found her footing quickly, and started running to the edge of the Heli carrier. She was oblivious to the shouting from the guards. Only one thought was in her head: freedom. Before she even got to the edge of the platform, her wings were already unfurling. A strong gust of wind lifted her off her feet into the air. Exhilaration carried her into the blue sky. A laugh of pure joy sprung from her mouth. She smiled at the gawking agents. It wasn't until her feet left the platform that she realized something: she didn't know how to fly.

The pocket of air she had been hovering on previously vanished. She plummeted through the air, arms flailing and a scream escaped her. Her wings were being bent and warped from the wind and her own failed attempts at flying. Through her terror ridden mind, she loosely realized she needed to right herself. When after a brief power struggle with the air she managed to right her body, but now she didn't know what to do. The wind whistled in her ears mockingly; telling her to just stop this silliness and join the clouds. She wished she could.

"Spread your wings!" A voice shouted. Like a beacon of hope, she whipped around to find the owner of the voice. Falling with her, was a man with a machine strapped to his back. His red wrap around shades reflected the glittering sunlight, blinding her briefly. The man didn't have a parachute or wings like her, but Kate had no doubt that the contraption on his back helped him move through the air. He looked from her to the ground again and again, calculating something. Kate didn't care as long as he could save her.

"Open your wings!" he shouted again. Kate nodded. She fought against the current of air, trying as hard as she could to open her wings. Deep inside, she knew she could, but she didn't know how. Her wings just stayed locked to her sides. The buffeting gusts were too strong though. She couldn't do it. A bubble of hysteria rooted itself in her chest. She was going to die.

"I can't!" she screeched. Now real fright started to overwhelm her. She couldn't fly. Before, the fall had happened so fast that she hadn't had time to really register it. But now, it was all too real that she was going to die. "I can't!" she screeched again, this time even more hysterical.

Without a word, he pressed a button. When he did, red wings much larger than hers, unfolded from the machine and he glided on an air current that took him far away from her. He turned into a speck very quickly, before vanishing behind the shrinking Heli Carrier. She was shocked. He was abandoning her? Why? She was going to die!

The ground was getting closer with each millisecond. Kate gave up hope. Gave up thinking. She gave in to the primal fear that had been on the recesses of her mind. She just fell. She had accepted her fate. She was going to die. Tears streamed down her cheeks like rivers. Then, when all seemed lost, something clicked. Her shoulders tensed and her legs straightened. Her wings snapped open. Her tail went ridged. Soon, she was being carried by the air up and up and up. Her wings, without her consent, were flapping and carrying her into the air. The ground got farther and farther away from her, while the clouds got closer.

There was not a single thought in her head at all. Flying wasn't considering consequences or thought; it was passion. Only raw untamed emotion swirled like a vortex inside her. A fierce happiness, a calm anger, and other strange emotions filled her. They were paradoxes unto themselves.

On the underside of a cloud was a tunnel of air, and she reveled in the smooth texture. The tunnel opened into a chamber nestled in the cloud's heart. Her wings slowed down slightly, and she sort of hovered inside the safe confines of the cloud. _In here_ , she thought, _I am safe_. Hues of blue and purple and gray surrounded her. They were quite regal. The interior of a cloud was much different than expected. It was foggy, for sure, but also large. It was like being in a heavenly cathedral. With a little imagination she might have been in a floating cave. It was warm too. She liked that. There was a particular shade of gray tinged with purple she like. Concentrating, she became the smoky purple, with a smooth transition to gray on her wings, feet, hands, and tail tip; her face remained creamy white. The colors blended in seamlessly. She also enjoyed the silence. It was so thick that it absorbed the deep beating of her wings. The stillness was enough to lull her to sleep. She might have actually, if the commotion hadn't followed her.

"Kate! Come out! We aren't going to hurt you. This is Falcon." He must be using a megaphone because his voice resonated around her. Kate wasn't scared anymore. She trusted her wings to keep her aloft. She knew in her bones that the air was her territory. "Not anymore. No more being afraid." She growled to herself. In response to Falcon, she bellowed. It was a challenge. No one was going to get her in here. She would fight to protect herself. Now she didn't have any qualms with hurting anyone. Because she wasn't going to attack first, that way she had the moral high ground.

Falcon stopped trying to get her to come out. Kate strained her ears, trying to detect anything. Through the soft _swoosh_ _swoosh_ sound her wings made, she heard the faint rumble of machinery. She whipped around in time to see a red and gold suit of flying armor come towards her.

"Should've come out kid." The armor said.

Again, a storm of fury swept through her, disintegrating everything. Another roar came from her, but this one was different. It was a battle cry. Iron Man stopped in his tracks, evaluating the situation. Kate didn't bother stopping. Her wings propelled her forward rapidly. She crashed into Iron Man, sending both of them flying through the air. She held on to his suit, her wings flapping and wheeling, trying to keep her it the air. She let out another thunderous roar and dug her claws into his suit. He shouted obscenely when he realized the damage she was inflicting.

Her whole body was completely black, shot through with jagged white and red, highlighting her eyes, ears, claws, and tail. The sight was more than intimidating. Stark continued to shout at her to back off, but in her rage induced mind, she heard none of it. Her claws ripped at his suit, effortlessly tearing the metal. The suit couldn't take much more of the beating. Kate's wings were the only things keeping the two of them in the air. Stark kicked at her. When that didn't do anything he resorted to more forceful methods; he used his repulsor to launch her backwards.

The strike winded her temporarily. She did something similar to a backwards somersault. She regained her poise quickly and bared her teeth in a snarl. Another roar of irritation from her signified she wasn't done.

"Bring it." He said. In the blink of an eye she was on top of him again, kicking with her hind legs, driving him down and effectively destroying his suit. Wires tangled around her toes but she paid them no mind. Her claws punched into the armor repeatedly but each hit was weaker than the last and Stark knew it. In a last attempt to end him, she gave another powerful shove with her feet, launching herself into the air, and him to the ground.

"Now! Do it now!" Stark shouted from below her. Kate was still moving up, and her eyes hadn't left the barely working suit of armor. Her breath came out in icy puffs that hovered before her eyes. A white flash came from him. In Kate's fevered mind she didn't even care; then the tranquillizer hit her shoulder. She yelped in alarm, pulling it out right away. Half of the stuff was empty. Her animalistic frenzy came back, but this time it was much weaker. It didn't make her any less unsafe though. In her head, she didn't see Tony Stark or Iron Man, but prey and she was the hunter.

Her trajectory was planned and Stark hadn't moved. Perfect for her to take down. But she would never even get close to demolish him. Falcon flew into Kate, disrupting her path and sending her far from Stark. The force of the collision, shook her out of her rage. She instantly became disoriented. She looked around, desperately searching for an answer to her confusion. When she saw the two men not far away, her face went slack. Falcon was half dragging half supporting Tony back to the Heli carrier's platform. Had she done that to Stark? No, she wouldn't. She didn't even remember doing it. Paralysis from terror began to creep back in. Falcon looked over at her. She wasn't close enough to make out his expression, but she knew he was angry.

She closed her eyes briefly and hung her head. "I'm sorry." She whispered. No one heard her of course, and even if someone did, no one would believe her and she knew it. She didn't even hear the whistling of the Hammer flying towards her until it was too late.

The Hammer hit her left wing, folding it in. Her right one flapped uselessly, trying to compensate for the other. Mjolnir seemed to be stuck on her wing, because it wouldn't fall off or go anywhere. She cried out. She didn't know what was going on. Her body was so worn-out, and although her right wing was working harder than it ever had, she was steadily falling down. Then, without warning, she was saved. Thor wrapped his arms around her tightly, pinning her remaining wing painfully to her side. She screamed from exasperation, but her body was too spent to really do anything. She tried in vain to use her claws, but her arms were folded in awkward angles against her chest, and the most she would do is hurt herself. Resisting him was useless, but she tried anyway. He gripped her tightly. Mjolnir carried them both back to the deck of the Heli carrier. Kate continued to scream and fight the entire time. Her body was flashing through every color ever seen and more, like her sub conscious was trying in one last attempt to stun her captors. It didn't work.

"Let me go! Please let me go!" she shrieked, but no one was paying attention to what she was saying. The indifferent faces of the SHIELD agents overlooked her tear streaked face, pleading to be let go. The masks of the guards flashed in the sunlight and the rigidity of their stance was nerve-racking.

She scarcely had time to register her surroundings and the people around her, before she was roughly shoved to the ground. Her head knocked against the pitiless floor. The impact reignited the fight in her but it was quickly doused. Thor pinned her wings down, onto her back. She felt something cold and hard clasp them together. At that point, she knew she was done. There was nothing she could do to fight them. They had bound her wings together. Now she couldn't fly at all. Even if she could somehow get the strength to fight them off, she had nowhere to go, and jumping off the edge of the Heli carrier again wouldn't end with her flying off into the sunset.

A battered, grim faced Tony walked up to her. He knelt down next her. His suit was sending sparks from random places and wires could be seen through holes; holes she had caused. Tears welled in her eyes, but she fought to keep them from falling. She had to preserve what little dignity she had. Tony held her gaze steadily, and his eyes softened slightly when he saw the fear in hers. He opened a small box that was handed to him from an agent with the word 'Emergency' written in large black letters. Kate gulped nervously. What would they use on her now? An ominous click reached her ears. She watched with wide eyes as he took out a large syringe with a long needle. He gently moved her head up, exposing her neck; she didn't fight him. He put the long needle against her neck, moving fur aside. The needle pierced her skin, but she didn't even wince. A small whimper from her was heard by no one but Tony.

"You should have listened Kate." He murmured quietly. Darkness gathered at the edge of her vision. She tried to say something, but by the time she knew what she wanted to say, she was already unconscious.

* * *

"What did you do to her?" demanded Rogers. His voice was quiet but there was obvious anger underneath his tone. Loki sighed. He knew this would be coming. Something must have happened, but what he did not know. Had she attacked someone? Probably, but why? Was she provoked? He hoped she wasn't injured too severely.

He observed the Captain quickly. He looked tired, and weary. There was a thin scratch on his jaw. Partly hidden by his shirt was a cast. Loki had never heard of the Captain getting that badly injured before. Every time the man moved his arm, he winced. Loki knew it had to be Kate who caused this, but what could the noble Captain have done to provoke her into fighting so viciously? Now that he thought about it, what could Kate have been using to inflict such harsh wounds? What other abilities had she been given?

"I can't help you if you don't tell me what happened." He said lazily. He really was quite interested, and worried. Ever since he had been dragged out of her holding cell, he hadn't heard anything about her. His own cell was quite dull. With his limited magic, he couldn't do much to entertain himself. The thick glass used for the window, was somehow magic proof in a sense. He couldn't perform or send any spells outside of the cell, so he had to busy himself with turning things like his pillow into pencils and what not. At one point he had turned his bed into a large soap bubble and had watched it drift around lazily.

His cell was small, but comfortable. It had a bed and a pane of glass separated him from any interrogators should they want any privacy or safety. The room behind the glass was small and dimly lit unlike his cell, which had glaring white lights.

Rogers took a deep breath. "Have you even told anyone about what you saw in Kate's head?"

Loki just stared at him. "Do you think this would have happened if anyone had?" he said with mockingly. The Captain's jaw clenched. "Let me guess," he continued, "You sent someone in to 'evaluate' her, or in other words interrogate her. She felt threatened and attacked." He knew he was right when Rogers avoided his eyes. "Humans, so idiotic. If you had just come to me and let me inform you of her state of mind, then the outcome would be much different!" he seethed with anger at their stupidity. Rogers' posture changed to defensive, and Loki quickly calmed down as much as he could.

"How do I know you didn't plant the idea in her head to kill us?" he asked hotly. The smirk fell from Loki's face instantly. Kate killed someone?

Loki laughed coldly. He fixed the Captain under an icy stare. "I told you this would happen. You humans are too delicate to be changed. When will you listen to the advice of those more intelligent than you?" he asked, a sneer curling his lip.

"Remember who won the battle of Manhattan, Loki." Rogers said, irritation clear. Loki stared back at him. He couldn't tell him what happened. Rogers would never could never know or understand what he had been through in The Void; no one would.

Rogers took his silence for submission, and continued. "She almost killed one of our agents, but he'll live. She's more dangerous than we thought."

Loki processed all this information quickly. She attacked them, but there hadn't really been any real reason to. There were many missing pieces to this puzzle.

"Who did you send in to interrogate her?" he asked severely. Accusation lit his eyes.

"It wasn't an interrogation; it was an evaluation. We sent in Nat." he said grimly.

Loki stared at Rogers in disbelief. "You sent in a deadly assassin, who if you would care to know was the same one who shot her with a gun, and obviously Kate didn't much care for her before her transformation. You could have at least sent someone in who she liked." By now he was standing, inching closer with each word to the window. He was practically seething with rage. For whatever reason, he had this instinct to protect her, like she was family. The only other person he felt this way about, was Frigga. He knew it was ridiculous though, not only had he just met her, but she was, she was _human_. An aggravating one at that too, even more so than Stark.

"Who then? You? If I remember correctly, she blamed you for being caught." Rogers stated, pointing a finger at him harshly.

Loki's face hardened. "No," he said slowly, ignoring Roger's jibe. "I would have sent in Banner or Stark." He was still in turmoil that Fury would send in someone as unsympathetic as the Widow. Unless…

"Did, Fury authorize this?" he asked curiously, narrowing his eyes at the man. It was obvious by his face that Fury had not. A wide grin broke through his callous face and he laughed coldly. "Oh my, what will Fury do to the oh so heroic Avengers, when he finds out? What will Kate say when she finds out it was your fault that those people could have died?" he smiled when he saw the doubt and anxiety Rogers was so desperately trying to hide. It made his cynical smile grow even more.

Loki kept his voice casual as he said, "If you had just come to me, this could have been avoided. Why did you decide to free her so soon?"

"First of all, we didn't know where you were being kept, alright. Secondly, Bruce found out that they were going to put a tracker in her, so we had to act quickly. The plan was to get her out the night before the tracker was to be put in, so Nat was going to see how she was doing considering she was the only one of us that had access to her cell." The man's face was quite grim.

Loki shook his head. This, for lack of a better word, 'jailbreak' had gone horribly off track, not that the plan had been much better.

"Well, since you did not take advantage of the information you could have gotten from me, why are you still here wasting my time?" he growled. His eyes had taken on a steely glint. The Captain was unimpressed.

"I need you to tell me if you did something to her when you were in her head." He said. Rogers changed posture until he looked, or tried to look, intimidating. It was in Loki's eyes pathetic; he had faced beings much more retched than him.

Loki turned his back to the window, heading back to the cot to sit. "And why should I do that?" he drawled lazily.

"Because somewhere deep down I know you care about her and I don't know why. You wouldn't have healed her feet, if you didn't." Loki stopped in his tracks, silent. "Yes, I read her medical file and I know you had something to do with it. I'm not close to being as smart as Stark, but it doesn't take a genius to realize that you don't have a limit on magic if you do something kind for someone else."

Loki turned around slowly, a small sinister smile on his face. "Well, done Captain. You figured out Odin's special curse he put on me. I didn't mend her feet to be _kind_ ; I did it because now she owes me."

Rogers sighed heavily, and his shoulders slumped ever so slightly. "Fine, whatever, but we need your help in figuring this out."

Loki's smile had gone from sadistic to monstrous. "Alright then. When she attacked, was it instant, or did she hesitate?" Loki questioned. He never stopped watching the Captain closely, watching him think. Loki started to pace the cell, his hands behind his back.

He furrowed his brow in thought. "It was immediate. As soon as she saw me she jumped from the ladder and tried to kill me. She didn't seem to notice the other guards even though they were doing the shooting."

Loki nodded thinking. He could think of quite a few spells that could, in a sense, program someone to attack or kill another when in sight, but who would, or could do that to Kate? No one on Midgard, that was certain. Perhaps, someone from another realm, but that would hint that the caster had to have visited Midgard for whatever reason, and chosen Kate out of the billions of humans, to do what? Kill the Avengers? If so, how could they have known Kate would be in SHIELD custody? A programming spell is complicated, taking years to really settle in the mind. There would also have to be a trigger… The odds of Kate having a spell of this magnitude put on her was astronomical, but not impossible. There was something not right about this girl and her past, he just had to figure it out. Paired with her being the only available candidate for the serum was an uncanny coincidence, and in these cases coincidences never happen. Or, _Kate_ could have traveled, but that was highly improbable; how could she? Could that presence he had felt in her head have something to do with it? Maybe, but it was unlikely. That presence had felt peaceful and protective, not cunning or evil.

"Anything else?" he asked, business like, still pacing.

"She has claws. I couldn't get a good look at them, but they seemed to come out of her knuckles." Loki scowled a little. "Obviously they're pretty effective." He added, motioning to his neck. Loki smirked at him. "When we cornered her in the stairwell, she was a mix of grays and reds, but when she saw me, she instantly went all black and white and red. Her eyes changed to solid black too, and her fur fluffed to twice its size. She turned demonic. Why would she do that?" he focused on Loki, clearly looking for answers. Loki had a few ideas, but the only way to pursue them farther was to get out of this blasted cell, or better yet, Midgard. But no one would let him leave considering his past, and Loki didn't expect them to trust him with anything more important than muffins.

There was a short gap in the conversation, that Rogers quickly filled. "I need to know what you saw in her head. It's important."

Loki smiled sadistically, giving the desperate Captain a sly look. "Get me out of here and I'll tell you." He could see the war going on behind the soldiers face. Rogers jaw clenched. Loki's ominous grin returned. "Do we have a deal?"

* * *

A deep throbbing pain covered her head and back. Waves of pure agony radiated repeatedly from her temples, spreading outward. Whispers echoed all over. Her eyes were closed firmly. She didn't have the strength to open them or care why she was hurting. Faintly she felt a pressure over her hands and feet, but the darkness of sleep was too inviting for her to bother.

"Are you sure those numbers are right?" a voice hissed from far, far away.

"No, not yet." Repeated another in the same soft tone.

Numerous voices filled the air. Everything was distorted; almost syrupy in its slowness. It took longer than necessary to process the voices and words in her drugged hazy sleep.

"Stop." She whimpered, almost inaudibly. The throbbing had risen quickly, sounding like someone was beating a drum in her head. As swiftly as it had come, it was gone. She was so drained and she didn't know why, but then again she didn't care. All Kate wanted was to be comfortable and asleep, to go back to that silky darkness were nothing existed and everything was safe.

The voices were gone. After a minute they were back, buzzing around the room like bees.

"Help me." She mumbled once more. Another spike of pain assaulted her head, jerking her out of sleep. There was a shrill beeping from above that made her headache, or more accurate, head-torture, even crueler.

Someone made gentle shushing noises above her. "It's okay Kate. Just relax. You can wake up soon." A familiar voice said softly. The voice was enough motivation for Kate to try to open her eyes. After a lot of fighting and a great amount of willpower, Kate managed a squint. She would have tried to open her eyes more, but it was too much work for her exhausted mind.

Dr. Banner's face hovered over her. He looked concerned as well as tired. Kate tried to say something. Her mouth opened and closed a few times in her attempts, but all that came out were a few croaking noises. Dr. Banner shushed her again. Kate didn't want to be put back under. She had been unconscious fat too much, but she had no way to tell him that.

"You need to go back to sleep. You're safe." He said just loud enough for her to hear. Weakly, Kate began to fight against the drugs coursing into her, but there was nothing she could do to stop it. "I know, Kate, I know. I'm sorry." He murmured. Dr. Banner smiled down at her sadly. He carefully put a hand over her eyes and when he took them away, she was fast asleep. This time in a nightmare.

* * *

Okay... so it finally worked! Yay! For some odd reason the doc manager didn't like my files, so it decided to ignore me. Problem finally solved! Sorry it took so long. I will update again tomorrow, as promised! Hope you like this chapter, and please Review, Fave, and Follow! :):):):):):):):):)


	9. Chapter 9

Chapter 9

"Well, it seems to me that we have had some… interesting circumstances." Fury's voice was low and calm, but no one in the room was fooled. "Would anyone like to tell me, what happened?" he asked, in the same nonchalant tone.

Loki eyed the man wearily. He had never seen the director so angry, so calculated. It would be unwise to fool with him at the moment.

Loki, the Avengers, and a few select SHIELD agents sat in one of the many conference rooms the Carrier had. Fury was the only one standing. He had his back to them, watching the clouds roll by. Despite his calm tone, his shoulders were rigid with suppressed wrath.

No one said a word. Not a muscle was moved. What could they do? Loki knew what he was doing; waiting. Waiting for the opportune moment to reveal what he had found in Kate's head. Something only Rogers knew about, but even he didn't know the full story.

Loki trained his eyes on the smooth wood of the table, tracing the grain with his eyes. Someone coughed, and a few people flinched from nerves. He could tell that the SHIELD agents were terrified of Fury more than him.

Finally, Fury spoke again. "Romanoff, who gave you authorization to enter Kate's cell?"

The woman cleared her throat slightly, her face blank. "You did, sir." She said quietly, but firmly.

Fury chuckled as he stated, "No, I did not." His back was still to them.

"Loki, who gave you permission to tamper with Kate during the transformation?"

"I have said it before, and I shall say it again, _I do what I want_." His voice didn't waver as he spoke. It was a bit dramatic, but it certainly achieved the effect he wanted. The room shifted uneasily. Uncomfortable glances shared, looks thrown his way, but that was just what he needed.

Again, Fury chuckled with a hint of aggravation. "No, you do not." The director's hands tightened into fists.

"Stark, I know you have never been one to obey the rules, but even you have never gone so far as to tamper with records. Who gave _you_ permission?" now his words were getting even more laced with seething anger, and less forced humor.

"Funny, story actually. If I remember, in my, shall we say, _contract_ , I have full clearance to look at anything in the lab's computers." Stark smiled as he talked. Completely confident in his statement. A hint of a challenge lit his eyes. For once, Loki approved of Stark's audacity. Especially since it was directed at Fury.

Fury took a deep breath. When he turned around, his eyes were glowing with aggravation. He looked each and every one of them in the eye. His hands were behind his back, and his mouth set in a grim line.

"May I should ask why you decided to endanger everyone on this ship?" he asked, his voice still calm. Loki raised an eye brow. _They_ endangered the ship? Stark beat him to a response.

"When you decided to experiment on a thirteen-year-old girl." Stark said. He was no longer smiling. Loki and Stark shared the same outrage about Kate, so they had gone from hating each other, to tolerating each other.

"She wasn't in any danger. Her training was going to begin in three days, but now, that may never happen. This hasn't been easy." He said darkly.

"Yeah, hasn't been easy jumping through loop holes." Bruce said, in his gentle, yet firm voice. He continued. "When she woke up, a few hours ago, you know what I saw. Fear. I'm not talking about the way she was when she first came here, no she was terrified of what was being done to her and what she did. She has been in danger since the beginning. I don't think she meant to attack anyone." With his last statement, several scoffed. The only ones who didn't were the Avengers and Loki.

Fury shook his head. "Fine, you want me to tell you everything? To explain why she of all people was chosen? I'll explain, but not now. Now, I have to deal with the mess you all caused. You are going to have to trust me on this for a little while longer."

This was the time, if any to reveal his information.

"Actually, Fury, there is something you and I need to discuss." Loki said cheerfully, watching the man's face. "Would you care to explain to me, why my mind stone was paying her head a visit?"

* * *

When she woke up, she sleeping. She knew she was awake, but she didn't seem to be able to move an inch. Every time she tried to wiggle her fingers or shift her leg, it sent tingles shooting through them. She tried to scowl, to yell, to do anything, but she could do was blink and move her eyes.

She was laying on the strangest bed. She was on her back, but it wasn't a table like before. It had straps that were wrapped around two horizontal poles on either side of her. Her wings were pulled down, and clamped to the floor. Her arms and legs were tied to the thick straps she was suspended on. It wasn't comfortable but it wasn't painful either.

With nothing much to do except look at the same section of dark grey wall, she started to think. She couldn't remember how she had gotten here. Pounding waves of pain filled her head. Any attempt she made at trying to remember resulted in a more acute twinge of nauseous pain. After several attempts, she stopped. Her eyes roved over the wall and she tried to see as much of the room as possible. Her coloring hadn't changed either. She was dark grey, like the walls. A fuzzy sense of foreboding trickled into her stomach. Suddenly, something occurred to her; why would she be strapped down? Had she done something? The last thing that was clear was she was in her cell, waiting for… Her memory came back a little. She remembered feeling an indescribable rage, and then her vision went warped, and there was blood. So much blood. She decided to not worry about it, hoping it had all been a drug induced dream.

After a few minutes, the door opened. She couldn't see who it was, which only made the entire situation even more nerve-racking. The person stepped into her line of sight. It was Dr. Banner. Her first emotion at seeing him was rage. She wanted to rip his throat out, gut him like a fish. But she couldn't. The paralyzing drug prevented her from doing anything more than a blink. Her eyes narrowed in hatred.

Then she noticed the person behind him; Loki. The tall Asgardian, walked around Banner, and knelt in front of her, blocking Banner from her sight. Her mind-consuming rage slipped away as she focused her attention on him. His long fingers gently rested on top of her head, and she felt a soft buzzing sensation from the back of her skull. It was both comforting and cringe-worthy at the same time.

He took his hands away, a small frown on his face. Worry in his eyes.

"Well, is there anything there?" Banner asked. Loki looked Kate in the eye. He stared her down, looking for something, but Kate didn't know what. She just wanted him to leave her alone. To let her sleep, to not have to worry about anything. But more than that she wanted answers.

"Yes, but to find out, I need to talk to her, and be in her head a little longer." He folded his arms across his chest as he spoke. The grim frown on his face conveyed to her that it would not be a pleasant experience. Distrust leaked into her head. What did he mean 'in her head a little longer'?

"Alright." Banner muttered. He quickly left the room. As soon as he had, Loki waved his hand. When he did, the restraints sprang off her, and the clips holding her wings released. They hung limply under her. Even with the restraints off, she still couldn't get up. Loki muttered something and the paralysis began to wear off.

She sat up slowly, rubbing her arms to get the blood pumping again. Her toes wiggled, and her wings shifted. She longed to stretch them out fully, in the open air. That wouldn't happen anytime soon, sadly.

Loki slowly backed away from her, giving her the space she wanted. She sat up, balancing on the bands. Her tail swished through the air, stretching every which way. Her legs trembled slightly when she moved them. She was sore all over. When she was done, she glanced at Loki nervously. She tucked her legs under her and her tail settled over her lap.

"Do you remember the events of yesterday?" he asked.

She shook her head. She gulped loudly. He nodded slowly.

"Do you have a recurring nightmare?"

Again, she nodded.

"Are you saved from this nightmare by a voice?" he asked quietly.

After a moment's hesitation, she nodded. For whatever reason it felt like something private. He nodded again, slowly.

"Who are your parents?" Loki said evenly, his dark eyes trained on her face. She was caught so off guard, she just stared at him. He wanted to know about her parents? Of all the questions in the universe, he had to ask that one?

She scowled at the ground, thinking. Their names were Catherine and Thomas Smithton. She looked at him again. Then she said, "Can't you just read my file?"

He smiled patronizingly at her. "If I could, do you think I would be here?"

"I don't know, maybe you have some weird reason of your own." She retorted. He smiled again. She sighed, before saying, "Catherine and Thomas Smithton."

"How did they die?" Again, she was shocked. And irritated. Why was this important?

"They… they were killed by a man." She said slowly. Her thoughts were muddled as she thought hard about that awful, awful night.

 _They had been eating dinner, when there was a knock at the door. Her parents had sent her and the boys into the living room, to wait. There had been arguing, then gunfire, her parents running back into the living room, shoving her and her brothers behind them. In the confusion, Kate had ended up toppling into a closet. In her dazed state, she hadn't even registered the arrival of the man. He was thick set, tall, with a gaunt face, and wild eyes. He began shouting unintelligibly, her father shoving her mom closer to the walls. She was paralyzed by fear, not being able to do anything. She watched in horror as the man raised the gun, and fired. Six times. All of them dropped to the floor like stones. Her brothers were crumpled in lifeless heaps, her father twitching on the floor, her mom underneath. Kate put her hand over her mouth, choking back sobs. Her entire body was shaking. She was certain she was hyperventilating._

 _The man looked from the gun, to the bodies. His eyes lit with a derangement. He staggered backward, gun held loosely. The man ran. With bated breath, Kate didn't dare move. She jumped when she heard the gun go off again; she was no longer worried about the man._

 _Her hands shook as she opened the door. The bodies blocked the way, and she pushed them aside as gently as she could._

" _Mommy? Daddy?" she sobbed. She crouched on the floor, curling into a ball. Blood ran in rivers under her. She gripped her brother's lifeless hand. It was cold and wet with blood. His face was covered in drying tears. His once curly brown hair was now limp and soaked._

 _For how long she lay there, she didn't know. Eventually, police arrived. They asked her questions, but it was like listening under water. Her attention was dedicated to her dead family. EMTs started to carry her outside. She became animate instantly. "No!" she screeched, her arms and legs flailing madly. "I can't leave! Let go!"_ _she continued her screeched pleas. Her hair was glommed with blood, tears, and saliva to her cheeks. The EMT carrying her let go, and she thrashed on the floor, trying to get back to her family; her dead family. Feral snarls erupted from her mouth, her nails slashed at the air. Her legs kicked out viciously._

 _The EMT backed up, calling for help. Strong hands wrapped around her arms, pinning them to the floor. She snapped at the fingers, but she couldn't reach them. Two officers and another EMT came and held her down while she was injected with a sedative. Her last thought before she had blacked out was why that man had to choose her house out of all the others._

She recounted the night to Loki. His face was expressionless. Thoughtfulness clouded his eyes. His long pale fingers were stippled under his chin. It wasn't until she finished that she realized silent tears were streaming down her face. She dabbed at them in confusion. Now that she had told her story, she didn't feel sad or angry. In fact, as she had spoken, she hadn't felt a thing. The emotions associated with the memory were despair and regret, but she felt nothing.

Kate fidgeted on the bed. After a while of silence, Loki spoke. "Kate, was this man wearing a gold band, with an orange stone? Were all the people in your memory wearing something gold with an orange gem?"

Her eyes screwed shut as she thought. The scene came swiftly and clearly to mind. She rewound the memory to when they were eating dinner. She examined each family member carefully. Her mom had a necklace with a small orange gem. She turned to her dad; his watch face was orange and his strap was gold. With increasing bewilderment, she looked to her brothers. They wore identical shirts, the top button rimmed in gold with an orange center. She quickly noticed she had on nothing that even resembled the vibrant hue. She recalled the appearance of the murder; his ring, gold with a shining orange gem. How had she not spotted the pattern before? She didn't like to think about it every day, but still. Now that she saw it, it was so noticeable.

When Kate opened her eyes, she was trembling. "How?" she asked weakly. "It's just a coincidence, right?" she implored. He raised his eyebrows at her. She knew it wasn't. "What does it mean?" she demanded. He ignored her.

"Where were you born, Kate?" he asked.

"In… I think… I…" Her breath caught in her throat. She couldn't remember. The only place she had ever lived was Tennessee… right?

"What was your mother's maiden name?" he asked quietly.

Kate just shook her head. She didn't know. Tears began to gather in her eyes. How could she not know?

"When were you brothers born?" he asked. His gaze had softened slightly. Dread pooled in her stomach, weighing her down.

"I," her breath was coming ever more rapid. "Did that serum do something to me?" she hissed in fear. Loki just shook his head. Red flashed in violent streaks across her. She had her tail in an iron grip.

He sighed. "I think you and I have more in common than I thought." He gave her a sad smile, before pushing off the wall he was leaning on. He turned to the door.

"No! Wait, please what does that mean? Why can't I remember?" she begged. Kate started to shakily crawl off the bed.

"We'll have none of that." He said sternly. He waved his hand, and thick bands pulled her back on the bed. Unlike last time, they weren't tight, but snug. He turned back around to face her. He walked up to her, leaning over head.

"You never made the memories to begin with, Kate." He said. He turned around, and left her in the room. She shouted obscenities at his retreating back, but he never once showed any sign of notice. The door opened with a hiss, and he left for good.

Kate lay on her back, crying and whimpering. She no longer cared about anything. Loki was right.

* * *

"Alright, Fury spill." Stark demanded. They were back in the conference room. As soon as Loki had reported to Fury about what had happened, he had called a meeting. This time, Fury sat with them.

He gave Stark a withering glance before starting. "As you all know; this idea has been on a long list of possibilities for quite some time. It was one among hundreds. We deemed it too radical and damaging to SHIELD's reputation if word leaked out, so it was quickly scratched off. Years later, we were approached by a young man. He was a world renowned scientist. His name was James Thorn. I didn't trust him at all." His eye was trained on the table. "I didn't think bringing back the idea and even considering it was a good idea, but the board overruled me. I had no choice but to head the operation. Over the next year of research, I had to agree that it could work. The possibility of making a human so powerful was tempting. This human would be a protector, with an increased life span and abilities they could train others for many years." He sighed.

"Soon, we ran into a block. We had no one who could handle the mutations. After another few months, our scientists put together a strand of DNA that could work. We didn't even consider the possibility it was associated with children." He paused again. "After testing all the candidates, there wasn't a single one. The project was doomed. I was about to issue it cancelled, when Thorn came to me and said he had found one, a girl of twelve. She was an orphan, on the run. No records. She was perfect. No one would be looking for her and she might leap at the chance at a new life. We found her, watched her for a year. You know the rest." When he finished, Loki couldn't help but scowl at him. What did that strand contain? It couldn't possibly be pure human. They hadn't questioned anything. Typical.

"Why haven't I met Thorn?" Banner asked. He seemed gravely alarmed at having not met him.

"Because he's dead. Poisoned. I didn't believe it either, but the body was tested. It was him."

"When did he die?" Rogers questioned.

"Two weeks before the extraction."

"Now, that we know about this disaster, how do we find this… Vision?" Loki asked briskly. Earlier, Stark had explained Ultron and the creation of Vision. As soon as the war was over, he had vanished. Loki was more than a little curious to see this being.

"Loki, we don't even know how he's talking to her, much less how to find him." Romanoff said. She was exasperated, but hiding it well.

Loki decided to come back to that later, now he had much more worrisome information. James Thorn. There was no coincidence with him and Kate. There was something going on, and it was becoming quite clear. He didn't like the picture it made, because it only reinforced his theory.

"Loki, are you willing to tell us your theory?" Fury asked. The room turned to look at him expectantly.

Loki nodded. His expression was grave. "I think she has been training under Thanos for her entire life, until a year ago."

Silence. Absolute silence. That had not been what he had imagined. Uproar, disbelief, accusations. Such things were common when Loki's more radical theories came under scrutiny. It was a refreshing change.

Disbelief traveled from face to face. Fury was the first to recover.

"Are you suggesting that someone who we know very little about, trained a human for years, and we didn't notice?" He challenged, glaring daggers at Loki.

"Stranger things have happened." Rogers answered. Then he proceeded to stare Fury down to Loki's great amusement.

"Fine." He murmured, leaning back. He scrutinized Loki for a long, painful moment. Loki however stared back; the defiant Prince. "What makes you think that?" he asked.

"When I was in her head the only memories she had were of the past year and her parents demise. I also noticed that each person affiliated with her parent's death was wearing the soul stone, Thanos's favorite torture device. She is human, and why he would take her is still unclear. With this new information about Thorn, I doubt it's a coincidence." His gaze settled on each face as he spoke. Stark's rigid jaw and dark gaze. Deep lines covered Banner's expression. Romanoff, stone faced but her eyes were gloomy with turmoil. Thor simply glowered at the table.

"By what you said about her attacking all of you on sight, he must have programmed her into killing all of you. I also did a probe when I went to see her, and there is an underlying spell in her head." He finished, waiting for questions. Voices erupted at once.

"Can you break it?"

"Why would he take a human?"

"Loki, are you sure?"

"But why didn't she try to kill us the first time?"

Loki raised his hands to stop the loud voices.

"She didn't attack earlier because the serum was a trigger to start the spell. I don't know why he would choose her, but he wants you dead. He sees you as a threat now." He let that sink in before continuing. "Yes, I am quite sure this is Thanos's work." He sneered at the end. "For twelve years he has been training her."

"Why wouldn't she remember being there?" asked Romanoff. Loki nodded in her direction. Finally, an intelligent question.

"When I was in her head, there was a golden wall of energy, blocking the majority of her memories. There must be a breach now. Soon, she will remember everything, and I'm afraid the girl in that room will cease to exist. Whoever she was before will come back, and she will not be anything like the girl you know." A grave silence settled over the room.

"What can be done?" Banner asked. A beep rang from the small device Banner used to communicate with his attendants in his lab. Loki didn't pay any attention to it.

"A safe option would be to kill her, since she is currently incapacitated." Objections rose instantly. He raised his hands placating, he also didn't like that choice. "But seeing that you aren't eager with that route, there is another. It's difficult and dangerous. I could train her personally, with the help of others who have no affiliation with Thanos. Possibly, over time, I could help her tame or destroy the side of her that is loyal to him. Again, it will take time and no communication with any of you."

"And why should we trust you to not turn her against us? If she's as dangerous as you say, then what's stopping you from encouraging her?" Fury asked, his eye challenging Loki. Hot anger bubbled, threatening to burst in a wave of malicious magic. It took a great deal of control to not attack the man.

Loki took a deep breath. "Because I know what it's like to be in the custody of Thanos. I am the only one who can help her." He said as calmly as he could. Everyone turned to stare at him. Some with pity, and some with suspicion. He held Fury's gaze.

"What if you're in league with Thanos?" Fury asked.

A muscle ticked in Loki's jaw. "I am not 'in league' with him. If you think I would ever, you are even more foolish than I thought." He snarled. Fury smiled slightly. The anger receded slowly. Had Fury just tricked him into proving he was loyal to Kate? Loki couldn't help feeling a grudging bit of respect for him.

"I vouch for my brother." Thor said. Rogers nodded, as did Banner. Soon, they were all supporting him until Stark and Romanoff were the only two left. Loki cocked his head to look at them, thinking.

"You promise you can help her?" Romanoff said coldly. He smiled at her sadistically.

"Why wouldn't I?"

"If you do anything to her, I don't care if you're Asgardian. I will kill you."

"What makes you so caring suddenly?" he mocked. Her eyes hardened.

"I know what it's like to be used as kid. I won't see the same done to her." She said quietly. Loki considered her carefully. He nodded his head.

He turned to Stark. "You know, Loki? I don't trust you and I probably never will. But if you can help that kid, then I guess I do a little." Loki nodded. Then he turned to Fury.

"It seems I have the support of your little boy band." His twisted smile covered any worry. Out of the corner of his eye he saw Rogers roll his eyes.

Fury looked around the circle of Avengers. He stared darkly at Loki. Finally, he said, "You better not do anything crazy."

"But that's what I do best."

* * *

Hey guys, sorry for the lateish post, but I'm technically on time! I broke 20 on the follows! YAY! I'm so proud! So hoped you liked it, the next chapter will be better, and more... revealing. The one after that will be fun! I have an awesome plot for this story and I'm so excited to see it unfold! Review, Fave, and Follow! :):):):):):):):):):):):):):):)


	10. Chapter 10

Saoirse is pronounced 'Seer-sha' Enjoy!

* * *

Chapter 10

Softly her eyelids fluttered open. She squinted at the bright lights around her. While Kate's eyes adjusted to the light, she was pleasantly surprised to find she wasn't strapped down. Instead, she was resting on her side upon the softest bed she'd ever slept on. The cool sheets swished under her as she sat up wearily. Thank goodness she wasn't in a cell. Although, she supposed, this room could be called such.

While asleep, her dreams replayed what had occurred. Her memory was foggy at best, but some things stuck. She had attacked people for apparently no reason. Ambiguously, she remembered being enraged to see Romanoff and Tony, yet she didn't know why. It was like something had been programmed in her to attack them. She shook her head, confused and still altogether exhausted. There had also been a red man-bird, and she hadn't been angry at him. She distinctly recalled blood. A lot of it. The smell, the feel of it running down her claws, her fur soaking it up. Everything else is foggy and incomprehensible.

Kate sighed and leaned against the wall, eyes partly closed. Miserable. She felt absolutely miserable.

After Loki had left, she had cried until her tear ducts were dry. Anger to the god for not being more sympathetic and hatred at herself for expecting him to be so. Tangled emotions crowded inside her to the point where Kate didn't even bother to try to unravel them. He had made it quite clear he didn't like her, but she still had to hope. An irrational, illogical, hope.

When she had fallen asleep, her sniffling hadn't stopped. She seemed to sleeping and crying a lot lately.

 _Well_ , Kate thought, resoled to not let herself dwell on Loki anymore. _I have to do something or I'll go crazy in here_. She started to manipulate her tail, seeing how far she could bend it, when a nurse came in. The woman's cart rattling softly with every step. At least, she assumed it was nurse; she was dressed as such. Except for the fact she didn't understand why she would need one. Cold faced and her movements robotic, she gave Kate a meal of rice, a cup of water, and raw meat. Kate was appalled at the idea of eating the slimy looking stuff. The nurse noticed her disgusted face, and smirked.

"It's good for you, monster. Wouldn't want you to lose your strength." The nurse said spitefully. Her cold eyes glinted. There was hatred, palpable in the air, that both shocked and dismayed Kate. Loki said she hadn't killed anyone, but this nurse was acting like she had. Could Loki have lied? Would he do such a thing? Yes, he would. A sick feeling crept into Kate's stomach. She wasn't hungry anymore.

The woman was right. She was a monster. The sinking feeling in her stomach had returned at the nurse's malicious words. She bowed her head, staring at the ground. She was a veritable war of emotions; on one side shame and self-disgust, and the other side, brute justification and bitterness. She didn't know what to feel. So far, the one that seemed to be winning was helplessness. She was helpless to stop herself from attacking again. She hadn't even been aware she was assaulting her friends; it had been like an elusive dream. Tears welled in her eyes as the memory of the soldier came back, vivid and menacing. His blood pooling under him, splattering her claws. The gruesome sight continued to expand in more detail before her. She saw him crumple and the terrified looks the other soldiers shot her, each battling with the desire to flee and the duty to fight. She could smell the blood, it filled her nostrils. The deadly accuracy she had in her claws. It all terrified and thrilled her.

A jolting sensation was coming from her shoulder. The feeling traveled up her spine, and finally registered in her mind. Slowly, the scene before her paled, and vanished. Her eyes snapped opened. The blurry shapes in the room sharpened as her tears stopped flowing. Unsuccessfully, she tried to blink the remaining tears away, but they just wouldn't budge.

The shoving stopped. Her head slowly turned to look at her shoulder, the source of the movement. It was the nurse. The woman's cold eyes now held gentle depth to them. Kate flinched away from her in surprise. One minute this woman looked ready to kill her, and the next she's all kind and warm hearted. Kate ponders if the woman is bipolar. The woman rubs her shoulder gently. Eventually, Kate relaxes and the feeling of her hand becomes rather comforting.

"You all right?" she asks. Her hand rubs circles on her shoulder. Kate frowns at the floor, then shakes her head slightly. "My name's Lylsa."

"I've never heard that before." She blurted. Worry twists her gut. She glances at the woman, but she only smiles with amusement. Her voice is also different; rich and pretty. Kate starts to get a good look at the woman. Raven black hair, slightly tanned skin, and dark eyes. She belongs in the movies, or a fashion show, not working for SHIELD as a nurse. Even though she must be in her thirties, she's gorgeous.

"My mother was a very creative person." She answers. Then, leaves Kate's side and reaches for a small digital pad. She taps several times with her stylus. When she finishes, she glances at Kate. There's a resigned look in her eyes. Suspicion and a little betrayal bleed into Kate. She should have known better. For a moment she wondered if this woman was being kind just because she was a good person, but apparently not. She's probably signing for Kate's next tranquilizer injection.

"You aren't at all like they said." She murmurs, quietly enough that it may not have been intended for Kate's ears. Lylsa's eyes are trained on the small device in her hand. There's something new in her eyes, hesitation? Turmoil?

"Like who said?" Kate probed. What gossip was floating around the carrier? It couldn't be good if it concerned her.

Lylsa took a deep breath, and set the pad down on the cart. "Well, for starters they said you were ten feet tall." She smiled mischievously at Kate, who couldn't help but find that slightly amusing too. She was only six foot three. "And that you had the eyes of a demon. There are worse things of course." The woman's smile softened. Kate started to tremble slightly. Wasn't she the answer to saving people? This wasn't as simple as she had hoped. Would they see her as a demon forever? "But all I see is a scared girl who is way in over her head."

Kate's head snapped up to look at her. For some reason, those words were more comforting than she had thought possible. A sliver of a smile formed on Kate's face. Tentatively, Lylsa reaches up and smooths the fur around her ears. She pulls away at first, slightly panicking at the human contact, but eventually leans in to the touch. All to soon she stopped, standing up and checking the remaining items on the cart.

The woman straightened. Her firm voice returned, but the warmth in her eyes didn't leave. "Alright, the doctor says you need to eat raw meat." Seeing Kate cringe, she quickly added, "I know, I don't envy you. But don't knock it until you try it." Lylsa smiled one more time, and tapped a small square next to the door. Before she left, she said briskly, "I'll be back later to gather the dishes." And then she left without a backward glance.

The door closed soundlessly. Kate blinked slowly.

"I think I made friend." She said to the empty room. For whatever reason, Kate found the statement rather funny. It seemed to brighten not only her mood but the room itself.

Maybe raw meat wouldn't be so bad? Her face twisted in disgust. No, it had to be bad. She didn't even like steak cooked medium rare! No way, no how, was she going to like this. Globs of fat hanging like giant dew drops didn't make it any better. Kate shivered as it squished in her hand. It was cold, and juice trickled down her fingers. It didn't look appetizing in the slightest. Maybe to a bear or a lion in was premium stuff, but to Kate, who had been eating cooked food her entire life, it looked like poison. Humans can't even eat raw meat! Isn't that what the appendix was supposed to do, allow humans to eat raw meat? Then again, Kate wasn't exactly human anymore…

She raised the strip of meat to her nose and sniffed. It didn't _smell_ poisonous. Actually, it smelled kind of nice. She took a deeper whiff. Perhaps one little bite couldn't hurt. She took a small mouthful. As soon as her teeth dug in, a burst of flavor swelled on tongue. It was juicy and thick. The strange metallic tang was actually pleasant. Soon, she had finished the entire bowl. She licked her fingers and the bowl clean. Her only regret was that she hadn't savored it as much as she could have. She sighed in disappointment.

Putting the empty dish aside, she looked at the tray next to her. All that remained was the rice and water. Her last few meals had also contained rice. Did they buy a year's supply of the stuff? Not that she was complaining, she very much liked rice, but still. It was rather much. She scarfed the food down in less than a minute. As soon as it was gone, she downed the water. Her belly was far from content, but she wasn't hungry anymore.

The heaviness of sleep started to wash over Kate. That was weird, she hadn't done anything to warrant fatigue. Her eyelids suddenly felt much heavier than they should have. Already, her thoughts were blurring together. The weight in her hand slipped, and crashed to the ground. Shards of glass skittered across the floor, but Kate hardly registered it. As thick sleep threatened to overwhelm her, she thought she heard yelling, but that was rather unlikely. Right?

* * *

Lylsa hovered at the door for a moment. Her brow scrunched together in contemplation. The girl was strange. She had thought she was going in to deal with a monster, a demon. But that simply wasn't so. In the monster's place was just a young girl in an adult's body. For years, Lylsa had trained herself to be emotionless. As a SHIELD agent, it was advised to be when dealing with the Avengers and others like them. But, when Kate had started to have a breakdown, her motherly instincts kicked in, full gear. Lylsa didn't know she still had it in her.

Her pale hands gripped the cart's handle like a vise. The blue veins stood out like rivers against a desert of white sand. A lump formed in her throat. For years, she hadn't given the _incident_ any thought. Forced herself to forget about it... about _her,_ about _him,_ and everything to do with that awful, life-altering night. Even after all these years, she still heard that appalling voice that mocked her, following her down the corridors, her dreams... No, just because some girl shows up out of nowhere means nothing. Nothing.

"It means nothing." She growled to herself. Lylsa took a deep breath. With all her might, she forced the budding memory away. Her posture straightened, and her grip relaxed. She smoothed out the nonexistent stray hairs back into place. Her eyes took on the hardened look she had developed over the many years of service. She took another deep breath, and left.

* * *

Natasha was furious. Kate hadn't even done anything! She hadn't even snapped at the maid! There was no need for her to be tranquilized!

"Who authorized that!" she demanded. The young guard just stammered. Her jaw clenched in frustration. Behind that door, Kate was passed out, hanging off her bed. It must have been a strong sedative.

"Director Fury said she needed to be kept calm at all times, she didn't seem right before…" he trailed off when the Widow gave him The Look. The Look meant if-you-don't-shut-up-and-give-me-the-right-answer-I-will-force-it-out-of-you.

"Did he mention Banner's report on her mental health?"

"Uh…" was his reply.

Natasha took a deep breath. She would just have to do this herself. Walking up to the door, she flashed her card across the sensor. Nothing happened. Frowning, she tried again. Nothing happened. Something was definitely wrong. Nat had access to everywhere and every file on this carrier, it didn't matter if she was authorized or not.

Stalking back to the guard she said, "Give me the phone." He immediately complied. She quickly dialed the number to Fury's mobile and waited. Finally, he picked up.

"Yes?" he said. No preliminary introduction. He knew exactly who was on the other end of the line, and Natasha was fully aware of this.

"Why can't I open Kate's door?" Nat said.

He sighed. "The last time you invaded her room, she attacked you, Stark, and nearly killed one of my agents. No one goes in, and she doesn't come out until this is settled. Besides, with Kate programmed to kill you, do you think this is a good idea?" When she didn't answer, he said smugly, "No, it isn't and you know it."

"Invaded? She's hanging off her bed, drooling on the floor! You can at least let me in to put her on properly! It's not like she's awake. Loki and that maid were allowed in." she was livid. Even though Fury forbade them from seeing Kate, she didn't care. Kate had gone through something similar to what she had, she knew it, felt it deep inside. If what Loki said about Thanos was true, then Kate needed anyone who could help. Maybe Loki could help her, but Natasha could relate, and sometimes that's the best medicine in the world; to feel you're not alone.

Even so, she had to admit, Fury did give a fair point. Kate was programmed to kill them. If she was set off again, then someone might really die, and Nat would have to do everything in her power to stop her, permanently. She didn't want it to come to that.

"You still didn't need to drug her again. How many times has she been drugged now?" Nat declared.

"You just stay away from her until this is settled, got it?" A threat lurked in his voice, and unsurprisingly, Nat wasn't even closed to being intimidated.

"Yes." She ground out. She'd play along, for now. Better to get the Director off her back before she did anything to help Kate.

"Good. Now I need you to contact Wanda Maximoff and anyone else who didn't fight in New York."

She sighed. More paper work.

* * *

Her dream scape was different than normal. On an average night, she had the same recurring nightmare of the pit and the voice. No variations. But it was different now. Kate knew she was dreaming.

She stood in a field of dry grass. It was night, and the sky stretched above her like an ocean; full and the darkest blue imaginable. Stars dotted the sky like tiny gemstones. There was no moon out tonight. The wind had hints of the sea in it, and the rich smell of fresh earth tickled her nose. Distantly, the gently crashing of waves, teasing her to come and swim, completed the perfect landscape. It was an impossibly peaceful scene. She could have stayed here for eternity and never grow tired of it.

"Oh? Is that so? Maybe it's time to shake things up." A deep voice, overflowing with evil, infected the night, bouncing across the water and hills. It seemed to dominate the landscape. All of a sudden, the stars didn't look bright and wise, but nasty. The ocean breeze turned sour and the fresh dirt scent became a moldy stench. The peaceful scene deteriorated. Terror pooled in her stomach and twisted itself into knots.

There was a deep grinding sound behind her. She whipped around, prepared for the worst. There was no need though. Ten feet away was a small black shelter. It looked like a tent, but it was much to sturdy to be so. She couldn't see a front door, but the way the cloth was tilted hinted that one belonged in between the folds. Small, round windows perforated the top. She couldn't see inside they were too high up; probably designed that way on purpose. A circular chimney capped it off.

A small garden had also emerged. The tops of plants were a darker black on the inky background. She could also hear the ocean, but it was tortured, crashing against the beach; more like a roar than a gentle lapping. The wind's speed had picked up. It ripped through her hair and yanked at her clothes. It was just as the wind made her shudder did she notice that she was human again. No wings, tail, or camouflaged fur. That alarmed her above everything else; she was defenseless.

Her feet felt like lead as she made her was over to the hut. When she stopped, Kate reached for the opening between the fabric. When she touched the material, she noticed it wasn't fabric at all. Nor was it metal or wood. It was pliable, but incredibly resilient. The harder she pushed it, the tougher it became. When her fascination was satiated, she groped around for a handle, or something that would grant her access inside. Instead, she passed right through, like a ghost. How strange. Immediately, she drove through. It was much bigger inside than it had looked. It subsisted of one large room, plus a warm springy floor. One large hammock was strung between two poles with a cradle next to it. A small kitchen area in one corner and couple of chests in another. Dead center, a glass encased fire crackled merrily, with the smoke funneling through a pipe and out into the air above. Large cushions lay strewn about.

The interior was stunning, but it was the two people huddled around a screen that really intrigued her. One was a woman and the other a man. Both were young and had athletic builds. They wore strange grey robes. The woman's robe was embroidered with small birds done in bright blue. The man's was plain and had a certain official look to it, even though they were essentially the same.

Seated on the floor, they look equally stressed and angry. They were reading something. They didn't seem to notice Kate. A cry from the cradle cracked the heavy silence. Kate's eyes were glued to the small vessel. The cry was so pitiful it was heart breaking to hear. The woman leapt off the ground like she had been scalded. Her elegant arms reached into the cradle and lifted a tiny baby out. The child's eyes were halfway closed. It was wrapped in a black cloth, secured with white buttons.

"Shh, little one. It's alright. Mummy's here now." The woman had a slight accent that sounded British, but it was richer sounding. Then she started to sing. " _Little fawn don't cry, some day you will fly, above the woes and worries, with little birds, all dressed in bows, were moonlight flows, and you can swim in sky._ " The simple lullaby was silky as well as reassuring. The baby stopped crying. A feeling of comfort settled over Kate as well. The woman's voice was as sweet as honey and just as smooth. A tear sparkled in the woman's eye, but it didn't fall. She smiled despondently, and putting the baby back, she settled down next to the man.

"Why is it acting like this?" he muttered. Worry laced his voice. They continued to stare at the screen in silence, the light reflecting off their faces. The only noise was the man's fingers tapping gently on the smooth screen. Colors spasmed from the screen. After a few moments of silence, a red light bathed both their faces.

"No, no! Get to the ship!" the man shouted. The woman ran to the crib and swept the baby up. When she straightened, Kate saw her face clearly. It was terror filled, but still beautiful. Her eyes were dark grey and clouded with fear. Her hair was the deepest black.

The man opened a chest and grabbed what looked like a gun. He also yanked out a short rod of metal. Red lines flickered over it and one end was pointed, like an arrow head. He whistled once, and the rod floated in midair.

He ran back over to the woman who was hurriedly putting on a backpack. "I can't hold him off for long, but- "

"What? No, you're coming with us! You have to! He'll kill you!" the woman pleaded. Tears sparkled in her eyes and her voice was now hoarse. The man looked down at her lovingly, he seemed like he wanted to say something more, but thought better of it. He kissed her forehead and kissed the baby in her arms.

"I know. I love you, but you have to go. If he gets her, everything will end." His eyes scanned over her face again. "Go! You have to run!"

Then, he was gone, leaving the woman and crying baby standing in the middle of the tent. The woman wiped her tears quickly, and rushed outside. Kate followed. She had a sinking feeling that this wasn't going to end well.

The temperature outside had dropped drastically. The wind like a million knives driving into her again and again. She couldn't see the man.

There was a flash of light to her left. She turned to see what it was. There was shouting coupled with the bone jarring clamor of machines. Kate ran over to see what was going on. She wished she hadn't.

When she got to the top of the hill and looked down, a horrible sight met her eyes. A dozen bodies littered the ground, and in the heart of it all was the man from the tent. She could hear his heavy breathing from twenty feet away.

"Show yourself, monster!" he yelled. His voice was pure wrath, thick with a burning madness. It chilled her to the bone. Kate pitied the soul who would dare mess with this man.

"You think you can stop Thanos with a magic arrow, little Prince?" a voice asked. Kate looked toward the speaker. A tall man dressed in white robes strode through the bodies like they were nothing.

"I can and will, Galloran." The man snarled. He whistled shrilly, and all Kate saw was a streak of red, aiming for Galloran's throat. The arrow was easily faster than a bullet, just a faint streak. But he caught it. The white robed man caught the floating arrow in one hand; it was inches from his esophagus. He didn't even seem fazed by it. The red light emanating from it gave his face a ghastly, demonic look. His irises were a clear gray, and his hair was even paler than his robes, translucent. One of his ears was jagged, like someone had tried to saw it off. His nose long and pointed.

"Did you think I would let my own arrow kill me? Foolish boy!" Galloran threw the arrow up into the air in one swift motion. It flew up and up until she could no longer see it. Her attention was brought back to the two men. The young man lifted his gun. A flash of silver light erupted from it and spiraled towards Galloran. He sidestepped it easily. With speed far better than a human's, he raced toward the young man. He batted the gun out of the way. Before Kate could blink, Galloran had the man on the ground. Both men writhed, each trying to gain the upper hand. Finally, one did. It was Galloran.

"You will fail. She'll destroy all of you." The young man snarled.

"Really, well I highly doubt that." Galloran raised a knife above the man's head. In one rapid motion, Galloran slit his throat.

Kate was instantly sick. Galloran had killed the man just as easily as she would peel a banana. Before she even knew what she was doing, she was racing down the incline at breakneck speed. When she reached the place with the man, she stopped. There wasn't much gore. Only a thin red line marred his throat, a trickle of blood oozed out, dribbling down. His pale green eyes were dull. His face frozen in a sneer. Kate's stomach flipped over, and she fought to not be sick. She didn't know him, but he had a family! His only crime had been protecting them! Kate looked at Galloran in horror. Who was this man?

Galloran stood up. He straightened his robes and wiped the knife on his white sleeve. The stain spread up his arm, spiraling into a morbid feathery design.

A cold smile formed on his face. "Two down, three to go." He murmured. Then, the tall pale haired man strode off into the dark without a sound.

Kate knelt next to the body. She didn't know why, but tears were falling from her eyes. She didn't understand why she had run down the incline, why she felt horror at his death. She didn't even know his name.

Then, Kate felt someone kneel down next to her. It was the woman, without the baby this time. Kate watched as she shook and sobbed. Her hands gripped his shirt, as if she could force the life back into him.

"No, no, no! Soryn, my love. NO!" she wailed. The woman flung herself over the man, and clutched at his arms. She shook violently, bawling. Her howls echoed across the empty island. It cut Kate to the core to hear such agonized grieving. She didn't know who these people were, but she felt like she should. Hesitantly, she reached out to pat the woman on the back, but her hand passed right through. Kate couldn't do anything but watch in grim silence.

For several more minutes, the woman cried over her husband's corpse and Kate watched over. There was a deep chuckle from behind them. They both whirled around at the same time.

Behind them was a massive, hulking shadow. Kate couldn't make out his face, but the gold he wore glinted in the starlight.

"So, here we are little Domus." The shadow said. The deep voice occupied her attention. Kate stiffened. She knew that voice. But from where?

"Thanos." Whispered the woman. "You did it. You killed him!" she screeched. "What more do you want?" The woman turned back to the dead man. She gently stroked his face, her eyes scanned over him, like she was memorizing every last detail.

"Oh, you know. The stone." He said casually. Kate felt ridiculously terrified of him. She couldn't shake the oppressing sensation she knew him from somewhere else.

"We don't have it. It's gone, lost at sea." She whispered.

Thanos chuckled again. "No, it's not." The figure walked closer until he was standing just in front of them, blotting out the stars.

"Your husband killed some of my best men. Impressive, if he weren't dead himself." He said.

"Don't you dare mock him! He was a hero! He was everything!" she wailed.

"He was hero, wasn't he? So pointless. He could have joined me."

"Joined you? Joined you!" the woman spat. "You cruel, disgusting creature! He would rather die than join you!"

The shadow chuckled again. "I guess you were right." The woman cried harder. "You don't have to join him. Give me the stone and the girl. You can join me as well, if you like."

"I don't have the stone, you monster! And you will never touch Saoirse!" the woman screams. Her beautiful face is twisted in fury. She leaps to her feet. From within her robe she pulls out a sword. The metal gleams dully and the hilt glows with an unusual purple glow. Kate scrambles away as fast as she can from the woman. Even though she can't touch the woman, she doesn't want to be anywhere near that blade.

The woman swings the sword above her head, aiming for Thanos. He ducks, pulling out his own weapon; a gold rapier pulsing with white light.

"So this is how you want to go out?" Thanos growls, a smile on his face. "Fine by me." Their swords clash. Thanos pulls away first, swinging low. The woman parries, stabbing to his left, before switching to aim for his right shoulder. He ducks, laughing. The star light shines on the woman's face, illuminates her fear. Thanos swings low, targeting her legs. She jumps away just in time, whipping her sword at his arm. The sword makes contact, cutting throw his sleeve and armor like butter. Surprise flashes across Thanos's face as he leaps away. When he does, he inadvertently shoves the woman to the ground. A cry escapes her lips, her sword slipping out of her hand to land at Kate's feet. She backs away, enthralled by the gory scene. The woman struggles to get up, but she does, snatching the sword up, pointing it straight at his chest. A flicker of rage crosses Thanos face, but is soon replaced by confidence. He knows he will win, and the evil look in his eye says he will enjoy every moment.

"This was fun, but it's time to be done." Thanos says casually, before he sidesteps her and swings the sword right into her side. The woman's scream shatters the night. Thanos so easily defeated her. He was playing with her before. The woman hadn't even stood a chance.

She crumples to the ground, clutching her side. Ragged breaths spew from her and tears run down her face like waterfalls. She mutters and cries unintelligibly. Thanos lowers himself to her level and watches her for a moment, amusement plain on his features. He fingers his sword, swirling her blood over the blade. Now he stares slightly bored, like a child watching a long forgotten TV show.

"Did you really think you could stop me? You Domus are odd, aren't you? So full of rage and power. I will harness that power soon." he muses. He picks the woman's fallen sword up and examines it with a keen eye. The sword's pommel is still glowing oddly, and he inspects it. In the dim star light, Kate sees his eyes widen slightly. "Do you even know what this is?" he mutters. "And you said the stone was gone…" he trails off. Thanos grabs the blade, grunting as he snaps it off, just like breaking a toothpick. His hand drizzles a thin line of blood, yet he doesn't notice, instead the handle disappears into his coat.

Without a second glance at the dying woman, he starts walking up the ridge, towards the tent. Before he leaves, he says, "You should have listened to your husband. Thanks to you, my plan is now in motion."

The woman lets out a strangled moan. "No! Please, no! Leave her alone! Please! NO!" her sobs transform into screams. Her hands, pale with blood loss, claw at the ground, as if she's trying to drag herself to Thanos. Then, she stops. Her entire body goes limp, and no sounds are made, except her breathing. She must have passed out.

Kate isn't sure what will happen to the woman, but she feels compelled to see what Thanos is up to. She sprints up the hill, looking around wildly. Far away, a dark figure disappears around a rocky outcropping. As fast as she can, Kate takes off, hoping she can catch up in time. When she finally gets there, her jaw drops. Before her is a space ship. Not those cheesy flying saucers or a super high tech sci-fi contraption, but a proper spaceship. It's gold and black, practical in its essence, but still sleek and beautiful. Small circular windows dot the exterior and a large window dominates the front, a giant bubble in a pool of tar. The engine hums softly, like a cat. Lights the size of footballs ring a door and a loading platform. Tearing her eyes from the glorious vehicle, Kate searches for Thanos. She spots him near the platform, opening the hatch. When he does open it, she follows him inside, dread filling her mind. What will he do? Is he going to kill the baby? Kate hadn't seen where the woman had taken her, but it was safe to say it was here.

They board the ship, and Kate studies the interior quickly. A weapons rack, sealed containers, stacks of machine parts, and what looks like a smaller one-person vehicle. The weapons rack has a gap big enough for a sword to fill it.

Nonetheless, Thanos doesn't seem to be interested in any of it. He stalks around the crates, glancing behind them once and a while, listening intently. He exits the cargo bay and enters a small, cramped passageway. He doesn't bother to keep the noise of his footfalls down. His wide shoulders graze the walls, the metal armor clanging with every movement.

They pass door after door, so many that Kate is baffled. For what purpose do these doors serve? She counts twelve in all.

Finally, they reach the end of the hallway. There isn't a door, but an arch way opens to a spiral staircase. Thanos pounds up it, Kate hot on his heels. The first platform on the stairwell is closed off. A large imposing door set with a complicated lock looks the most intriguing to Kate, but Thanos isn't impressed. He doesn't even halt, and Kate rushes to catch up. The last level one has a door as well, but it's glass and would be better suited in an upscale café, not a spaceship. Swirling gold leaf pressed into the crystal panes, and mounted with burnished gold hinges dotted with diamonds. It's stunning, an eye catcher for sure.

Again, Thanos isn't in awe, like Kate. He just stands there for a minute, looking at the door, but not paying attention to the craftsmanship. Calculating his next move, that's what he's doing.

Soon, he's done analyzing. The giant's hands are encased in gold gloves. With one blow, he smashes the doors apart, shattering the carefully sculpted glass. Slivers of crystal rain down, not unlike a vengeful snow storm. Thanos enters the room on the other side, stomping over the glass, crunching it.

The chamber beyond the elaborate door is fairly disappointing. No gold, luxurious fabrics, or anything that might signify wealth. It isn't large, the room, and several pairs of what look like spacesuits hang on hooks along the walls. Thanos considers the area. His head tilted to the side in thought and it looks as though he's listening. Kate hears the whine of the baby before he does. She takes off running down the hall, determined to reach the child before Thanos. There is no doubt in her mind that he intends to do her harm. Kate's legs propel her forward, and her breaths come out in gasps.

The source of the bawling resides behind a plain door; the child's cry intensifies to a pitiful wail. Kate pushes open the door and enters the compartment. Dim lighting hides most of the features but the cradle in the middle is the obvious center piece. Approaching it quietly, Kate watches the baby in fascination.

Her translucent, wrinkled skin looks so delicate, as if she just touched it, it would tear. The baby's dark hair is already thick and her eyes are a bottomless cobalt blue. The crying eases ever so slightly. A mobile of birds twirls without propulsion above the cradle, the child below entranced.

"There you are. You'll do nicely." Thanos stands on the other side of the crib, also studying the baby, but with a cynical glint in his eye. How did he get in there without Kate noticing? What does he want with this baby? He reaches down and scoops her up in one hand. Whatever whimpering the baby made before stops, shocked into silence. "See? You like me already. Maybe you'll survive long enough for me to return the favor."

"No!" Kate cries, reaching out to snatch the girl away from him. Her hand passes right through the infant. It's pointless to try to do anything, this is just a… dream? Memory? It can't be, this is completely new to Kate. Psychological trick? Maybe.

They leave the ship and plod through the tall grass. It tangles around Kate's legs, her feet stumbling through it. Absently she wonders why she can touch the grass but not Thanos. With no time to really give it any thought, she soon dismisses the mystery. Rain starts to fall, gently at first, but quickly turning into a lashing down pour. Thunder rumbles overhead and lightening splays across the sky. It's as if the weather is angry at Thanos's actions, and trying to stop him. Anger ignites in Kate when she sees he doesn't bother to shield the infant from the driving rain. She can clearly see the child screaming, but can't hear it over the thunder.

When Kate and Thanos reach the edge of the ridge, she looks around for the woman. The bodies of the enemy soldiers litter the ground, and Soryn's body also remains, set apart from the others', but Kate can't tell which dark lump the woman is.

"What took so long?" Thanos roars. Tearing her gaze away from the nightmarish scene below, she focuses on the new ship, hovering in front of them. The thunder must have blocked the engine's clamor. This one is glossy and light grey, floating above the ground. It's obviously built for speed. Planted firmly in a circle flattened grass, is a girl. She can't be older than Kate, yet she stands at attention, like a soldier. Her young face hard as rock, with sharp contours that emulate ruthlessness. A diamond of black hair tied in an intricate braid whips in the wind. The girl has blue skin perforated by bolts. Her joints bulge under the flesh slightly, as if she has extra bones. The first thing Kate thinks of is 'Frankenstein'. The girl's eyes are also solid black, spheres of glittering onyx.

"Forgive me father. Gamora didn't return from her mission in time." The girl states in a bland voice.

"Enough excuses! Let's go." Thanos shouts, boarding the jet with the girl right behind him. Kate tries to follow, but an invisible force pushes her back. The more she fights, the less she moves until she resigns herself to watching the ship take off, without her. The noise of the engines drowned out by the storm raging over head.

The tempest swallows the ship whole, leaving no indication that it was even there to begin with. Expecting the dream/mind trick to end, she waits. When it doesn't, Kate turns back to the ridge and decides to start looking for the woman. Just as she reaches the bottom, a blinding flash of light, far greater than any ordinary lightning strike, blinds her. Falling to the ground from the shock of it, she clasps her hands over her eyes. Kate finally pulls them back, blinking away the bright spots in her vision, Kate focuses on three beings ten feet away. One holds a hammer, shining like a star fallen to Earth, and his red cape whips fiercely in the gale. A woman with dark hair, bedecked with silvery armor and a matching sword, stands beside him, searching the hillsides with her eyes. The last is an Asian man, with curiously angular eyes, holding a large bow with two arrows nocked, his stance ridged, alert.

The one with the hammer looks slightly familiar to Kate, searching her memory for a clue, she comes up with a foggy outline of a man, very similar. Yet the memory is blocked. Her attention is drawn back to the group when she hears a roar of frustration. The man wearing the cape thrusts his hammer up, a bolt of jagged lightning erupts from it, attacking the sky. "Too late again! How will we stop him if we don't get here on time?"

"Perhaps he hasn't yet left?" the woman says evenly, but aggravation is evident in her features. She mustn't think Thanos is still here, her sword isn't drawn.

"No, he is gone." The other man says. He lowers his bow and goes to examine the nearest corpse. Chuckling darkly, he says, "Soryn did put up quite a fight." They search the bodies until the woman in silver finds Soryn's corpse.

"I found him! Where should we take him?" the woman asks. The other two gather around the body. "But where are the others?"

The Asian man shrugs, and says, "If they are not here, then Thanos has them, and there is no getting them back." The woman frowns, but nods.

"He belongs with his people, not left to rot on some Migardian rock." Says the red caped one. As he speaks, his eyes glance around disdainfully, passing right through Kate as well. He raises his hammer into the air and yells, "Heimdal!" Another brilliant flash of light fills Kate's eyes. This time when her vision clears, they're gone.

Thoroughly perplexed, Kate gapes at empty space. _Who were those people? What did they have to do with Soryn? What was Thanos up to anyhow?_ Kate wonders. Still crouched in the grass, the rain continuing to pour down over her head, and yet she isn't bothered in the slightest by it. In a way, she's detached from her surroundings.

"Did you enjoy that?" the storm stops. The grass doesn't sway. Drops of rain hang in the air, lightning fixed in mid strike. Everything is still and silent, frozen in time. The only thing able to move is Kate, who whips around, hunting for the source. The voice from earlier is back, and it sounds even more familiar. "Let's change it up."

The dreamscape switches. The colors convert into a blinding vortex of lights. _It's so bizarre_ , Kate thinks as it swirls around her, _to not hear anything_. The usual _swoosh swoosh_ you would associate with a maelstrom, such as this, is non-existent. It's extremely unsettling. Finally, it ends, to Kate's great relief.

Her eyes snap open. She doesn't remember closing them. Sound cascades over her ears in waves, tuning in and out, like an old radio. She happens to be sprawled on her back, a dagger in one hand and a length of chain in the other. _This is different_. The point of view from which she is experiencing the dream, is of someone else. The girl's name is Astra. How she knows this, she just doesn't. It feels natural knowing the information, like it's her own name. Kate can hear Astra's thoughts and understand her actions. In the dream, not only is she watching, she is Astra in a way.

Then, it's like someone suddenly pressed the 'Play' button. Everything starts to move, lights brighten, the sweat beading her brow falls, breaths of putrid air are inhaled, and everything hurts.

Astra jumps back up instantly, ignoring the throbbing pains in her shoulder and back. The ground subsists of a mixture containing jagged shards of glass, coals the size of basketballs, and sand, gritty, burning sand, and if that wasn't bad enough, she's barefoot. Rivulets of sweat pour off her, the tight customary, long sleeved training uniform is torn and burned, but she isn't aware of these inconveniences. She has eyes only for her opponent. Gamora is ten years older, more experienced, stronger, faster, and wilier. However, Astra possesses something she doesn't; rage. Gamora and Nebula have been trained to block out emotion when fighting, it allows them to focus on precision, but Astra was never taught that. In fact, Father always pushed her to allow her emotions to take over, to control her. She never understood why, but it seemed to assist her in fighting, especially when her challenger is Gamora.

The fighting pit is small, forcing the combatants to keep moving, stoking aggression in the fighters. The walls are just as hot, if not hotter, than the coals that litter the floor. Astra's back is speckled with blisters from being pressed against it by Nebula.

Gamora stands on the other side of the pit, almost touching the barrier, her chest heaving with each breath. Her eyes appear dead, disconcerting for anyone who hasn't fought her before. The muscles in her arms are taught, outlined by the heat waves. In that moment, Astra isn't facing Gamora, she's facing an assassin. Armed with a whip studded with razor blades and a weighted net, she's perfectly capable of killing Astra. The goal isn't to kill each other, but if one of them does die, Father wouldn't care very much; that's just how it is. Astra is also capable of killing her. The dagger is her favorite weapon, easily concealed, with the added bonus of being a projectile. The chain is also another of her preferred weapons. It wraps like a snake around her enemies, tangling their legs, cutting into flesh, immobilizing them so she can go in for the kill. She made her second kill just a few days ago during the Tournament. She had used a chain then, too.

Without warning Gamora attacks. She swings the whip high above her head while aiming to throw the net at Astra's legs. A drop of fear starts to creep in. _No!_ she snarls to herself. _No fear! You will win! No hesitation._ The floor becomes Astra's ally. Before Gamora can begin to lower her arm, Astra rakes the chain across the sand, sending it into Gamora's face. She doesn't scream, but she does waver, giving Astra enough time to get away. Panting severely, Astra squares up, waiting for Gamora to get ready for their next conflict. That was her mistake.

A sharp pain behind her ears brings Astra to her knees. It feels like thick needles are pressing into her skull, digging in harder and harder. She drops her weapons, forgets the fight, clutching her ears instead, focused pointlessly on trying to rip the small devices off. A scream bubbles in her throat, and she struggles to suppress it; the punishment will be worse if she does. Then, a blinding hot flash of pain flares across her back, and only then does she screech. Giving up on removing the electrodes, she flails on the ground, throwing sand in the air, attempting to scramble away. Another ribbon of agony erupts on her neck and forearm. Gamora whips her again and again until Astra finally passes out.

* * *

Kate woke up gasping. She was drenched in sweat. Her wings flapped in alarm, her tail thrashed violently, and her heart seemed like it was about to burst out of her chest. She clutched her neck, checking for blood or marks, but found nothing. Her fur felt sticky and she wished she didn't have it. After many minutes of controlling her breath, Kate's heart slowed and she stood up. Shakily, she walked a few steps. That dream had been so real. It was inexplicable and terrifying.

She was still in the same room, that was a relief. Recently, SHIELD had taken to moving her while she slept; it was quite unsettling to wake up in a place with no memory of how you ended up there.

The lights were off, but she had no trouble seeing. In fact, she preferred it this way. Slowly, she stretched her cramped muscles, thinking about her dreams. It had been very odd. Now that she had calmed, it didn't feel very real anymore, or scary. It was more like a fantasy, really. The second one had felt bizarrely recognizable, like she'd been in that pit many times before, and fought that green skinned girl. That voice had felt so real too, like it had been responding to her. But it was just a dream, right? Nothing to worry about. Yet… she had to tell someone, but who? Banner? No, she wasn't comfortable telling him. Loki? Maybe, he had been inside her head before. He'd be the most likely to take her seriously. The more she thought about it, the more she wanted to tell him. She'd figured out a while ago that he had been in her head. Strangely, she didn't mind. At least she had someone who would understand. It would hopefully make telling him her dreams easier. He might even interpret them for her. She smiled ruefully at the thought.

She finished stretching and moved on to really exercising. Instinctively, she began doing a series of training exercises. It felt good to move her body like this, like this information had lain dormant inside her.

Two hours later she was done, breathless and weary. She sat down and waited.

* * *

Hello. HAPPY INDEPENDENCE DAY AMERICA FIREWORKS BOOM BOOM BOOM SPARKS STARS AND STRIPES! Okay, hope you have a great day and please review, fave, and follow!


	11. Fourth of July Bonus

This is how I would imagine them celebrating the 4th. Just enjoy.

* * *

They congregated on the deck, standing, sitting, or in Vision's case, floating two inches above the ground. Mingling together in a large mosaic of flesh tones.

Hundreds of agents joked and chattered, for once relaxing and not worried about expectations. Kate smiled down at all of them, just as cheerful. She glided above the carrier, silent as an owl, carrying an armload of fireworks. Although from the size, they were more like fire-rockets. Three feet long, with wicks more than six inches, they would make a grand spectacle. Except these wouldn't be lit and launched off the ground. Tony would shoot them straight out of the air, and Kate had the honor of throwing them.

She hovered beside him, watching the agents and grounded avengers gather around a hurriedly erected stage. Without warning music filled the air; a band. Put together by Steve, the group of musically talented agents played new and old music. Songs from Steve's past and modern ones. From where she was, Kate could hear them singing along.

Even though Steve and Kate had convinced Fury to do a fireworks show and have live music, he hadn't allowed them to wear anything but their SHIELD uniforms. But some of the agents hadn't listened. A few women wore beautiful white dresses with red trim and a few young guys pranced around in full red, white, and blue. However, the agents who had abided by the dress code did find their own ways to show patriotism. Many wore necklaces and hats but a few had painted faces or ribbons tied around arms and legs. Kate herself was sold white, sprinkled with thousands of red and blue stars, like freckles. She had spent weeks contemplating her coloring, trying to decide between traditional or something unique. Steve had helped with the design.

Kate and Tony were side by side, watching.

"You ready?" Kate asked, not able to keep the giddiness out of her voice. She didn't have to speak as loud as usual, because the carrier had been lowered to accommodate the audience.

"Yeah. What about you, hot shot?"

"Heck ya!"

Tony laughed, handing her a bag. Inside were more than a dozen black balls. She touched one, and a gritty residue coated her finger. The smell of rotten eggs started to become all too apparent as well.

"What's this?" she asked, wrinkling her nose.

"Something Bruce and I cooked up. It's gonna be great. Is that all Fury gave you?" he asked, pointing to the bundle in her arms.

"Yeah."

"I'm not a much of a patriot, but geez, that's treason. Good thing I made Sam get some more." And right on cue, Falcon glided right next to her. He had a bag of fireworks himself. These were more standard, but didn't look very legal.

"You sure this is safe?" Kate probed. She really didn't want an earful from Fury about how some agent's dress caught fire.

"About twenty-five percent sure."

"Thanks, Tony." She said sarcastically, "You know if something goes wrong, it's my fault, right?"

"Definitely." She rolled her eyes, but smiled anyway.

Then, they quieted. Down below, the agents had also adopted a respectful silence.

Steve was now on the band platform, microphone in hand.

"July fourth, seventeen seventy- six. One of the most well-known dates in history. It's the day the thirteen colonies declared independence from Great Britain. More than ten years later, that independence was won. But during those years, a lot of good men and women died for our freedom. Now here we are, over two-hundred years afterwards, enjoying that liberty. America is not about giving because you deserve it. It's about working for it. Every day. No matter what, if you want it, you work for it. I've seen people who warp the constitution to fit their own agendas, using the excuse that, 'It's fair.' It's not. Today is the day we decided, those many, many years ago, to become one nation. United, and free." He paused, letting it sink in. "I'm not saying it's perfect. Not at all. But here you have rights, more than most countries allow. It's our responsibility to improve how things are run, not complain. Countless men and women have died for this country. For you and me. Tonight, millions of Americans celebrate that independence, just like us. We are America. Land of the free, home of the brave. Let's keep it that way. God bless America." He finished, and everyone on the carrier clapped and cheered. Kate would have as well, except she couldn't without dropping everything. "Alright, your turn Tony."

Tony saluted Cap, who probably wouldn't see it.

"Alright Kate, let's dazzle."

She whooped, reaching into the bag Tony had given her, and flung one of the balls into the night sky. With her vision, she watching in vast detail as it curved up in the air.

Tony hit it dead on. Just like a bomb, it exploded in a brilliant display of gold and blue. Kate gasped in wonder. The sparks were fuller and more dazzling than anything she had ever seen. It lasted a while too. Some of the tendrils spiraled up and formed smaller outbursts of the larger one. It was, without a doubt, amazing.

Before it faded, she threw another. This one was red and yellow, a low disk fizzing white on the edges. Kate named them 'Sky Bombs'. The sky bombs wowed the gathering below. The cheering and roaring of the people elated her. It was intoxicating, this raw excitement.

"Alright save those for later. Use the crap ones Fury gave you." he told her. She nodded. Didn't want to waste all the good ones just yet.

Kate chucked one into the air. It didn't really thrill her as the others had, but it was still electrifying to be so close to the detonation.

At regular intervals Kate launched the rockets and the sky bombs in different combinations. Sam threw his as well, the double explosions synched, and the resulting boom rocked her in the air. Her favorite combination was two sky bombs. The subsequent thunderous rumbles and flashes of light deafened her, but she didn't care. Neither did the agents. They cheered, singing and not having a care in the world. It was a sight to see. The generally stiff and serious agents were suddenly replaced by young, carefree teens. Kate had never been happier. From where she was, it was hard to hear the band, but Kate could see them playing whole heartedly while the fireworks burst above. Beautiful chaos.

The color combinations varied, but gold seemed to be the most popular. All too soon, she ran out of sky bombs and rockets. All that remained in the bag was the smell of rotten eggs and greasy black powder.

"Tony!" she yelled. "I'm all out! Now what?"

"Sam's coming with more." He assured her.

They waited a minute. The band played forcefully, distracting the crowd from the empty sky. Then, Sam materialized out of the darkness, carrying a single, massive sky bomb. It was twice the size of a basketball, and looked more than heavy. He seemed to be struggling to stay airborne.

Sam shoved it into her arms. Kate lost a little altitude from the sheer weight. Her hands dug into the gritty powder, she clenched her teeth, and her muscles strained.

"What in the world Tony?" she shrieked. It had to weigh forty pounds!

"Just wait!"

"What?"

"Listen!"

"You're waiting for the music?! Why don't you hold it, and I'll sing along? I'm going to fall out of the sky in a minute!" she screeched. Already, she'd dropped two inches.

"Now!" He yelled. Kate grunted, swinging herself around. Arcing her back, she spun in a circle to gain momentum. Her spine screamed from the pain and sweat started to form on her fur. Just when she couldn't take it anymore, she released it. She took great heaving breaths. It ascended magnificently. At the apex, Tony shot it.

Red, white, and blue. Stars and stripes. Ribbons of color a half mile long studded the sky. The grand finale was more than grand. It was spectacular, astonishing, marvelous, and more! Bigger than imaginable, louder than anything, and stunning. The explosion had to have been heard for miles.

Kate didn't know how, but the colors formed little star shapes and shields. Gold sparks fizzled around the edges, giving it a flashy look. Tony's own personal touch.

It lasted for minutes, a long time for a fire work. Speechless, Kate hovered between the two men, proud and thrilled. This was the best holiday ever.

When it did end, she felt a little disappointed. Now that it was over, it would be time to clean up and go to bed. She did not look forward to scrubbing the mess off the deck. Ribbons, paper, and food everywhere, trampled under the cavorting agents.

The trio flew down to the carrier, where the opposite of an ending party was taking place. If anything, the agents danced harder, defying the inevitable end. A few bumped into Kate, who in turn squirmed. She found an open section with little people and started to move a little. She wanted to be a part of the throng, but not be jostled.

At some point she was caught in the flow of people, as a consequence stumbled into a dance circle. The people on the edge clapped, calling out. Kate was at a loss. She didn't know how to dance. Not at all. So, she did the only reasonable thing someone like her knew how to do; she vanished. Her suit adapted with her. The lab had finally developed a uniform to fit her needs.

The people on the edges at first laughed, assuming it was part of her routine, but some frowned and looked for her, even though she was already far away. Feeling a little embarrassed, she hovered above heads, looking for someone she knew. It was dark, but that didn't pose any problem. The issue was however, so many people where moving quickly and tightly together, that she struggled to focus on just one person. So instead, she looked to the walls. There, in the shadows, stood Loki.

Kate flew over to him, and gradually came back into sight. He didn't flinch, just continued surveying the crowd. He didn't seem interested in the party, but by the small movements he made, she could tell he was paying attention.

"Not in to dancing?" Kate asked.

He glanced at her. "Not in this way, no. I would have expected you to be in the thick of it." He a group of break-dancers a glare full of contempt.

Kate shrugged, giving him a lopsided grin. "Don't know how."

He gave her an incredulous look. "You don't know how to dance?"

She shook her head, eyes cast downward. She suddenly found a piece of ribbon very interesting.

"Well, I'm sure one of these drooling men will gladly assist you with that."

"What?" she asked, her head snapped back up.

He stared at her for a minute. "Have you failed to notice the young mortals who watch you? The same one has 'been assigned' to oversee the training hall every day for the past month. Fury rotates the guards every week."

"What? Come on, no one's going to like me. I'm not exactly attractive. Even before, I wasn't even close. I'm a freak of nature. Wings, tail, camouflage, and you know, telepathy. That's not what most guys look for." Kate meant every word.

"True, but a pretty girl, is still a pretty girl."

Kate was at a loss for words. "You think I'm pretty?"

Loki rolled his eyes. "Don't let it get to your head."

Kate smiled. That was the nicest compliment she'd ever heard him give.

Right then, as if the universe itself had caused it, the band struck up a slow song.

Loki sighed. He took Kate's hand, guiding her away from the safety of the shadows.

"Loki, no! I don't dance!" she said, trying to pull out of his grip. His hand tightened around hers. Kate was strong, almost matching Steve, but Loki was Asgardian. He had more than double Kate's strength.

"Someone must teach you, lest you make a fool of yourself when you dance with a suitor." He replied briskly.

Grudgingly, Kate relented. They got to the edge and he turned to face her. It was a seemingly thoughtless gesture, keeping them on the outskirts, nevertheless Kate knew in his own way he didn't want her to be even more uncomfortable.

"Now, put your hand on my shoulder." She did, feeling a little foolish.

It must have shown on her face, because then he added, "This is how you do it."

He took her other hand in his and placed his remaining one on her waist.

Kate flinched a little at the contact. She didn't like to be touched.

His gaze softened. "In all our time, have I ever hurt you?"

"Yes." She replied honestly. A bruise from their last sparring session was still healing on her leg. He had failed to heal it because according to him, she deserved it for not executing proper form during a drill he had assigned her.

He laughed. "Well, I have never done it out of malice."

She smiled back at him. That was definitely true.

During the song, he made small comments on where to place her feet and to remind her to stop trying to lead. By the end, she had it down.

"Well, you will not be winning any competitions, but at least you know how." He said. Before he could leave however, Kate hugged him. She felt him stiffen, then relax. He didn't return the gesture, but it was a start. Loki used to push her away, but now he tolerated the affection.

"Thanks." She murmured, then turned and left, disappearing into the crowd.

She weaved between groups, chatting occasionally. She found her way to Vision.

 _Hey_. She said.

 _Hello. Do you enjoy moving to the music?_

 _Dancing? No, but I like to listen and watch._

 _Ah_.

They fell silent, as was common for them. Their conversations normally involved wordless exchanges; images, memories, emotion, and that odd complete understanding. Together, the watched in comfortable silence, until a young man, a very attractive young man, walked up to Kate and asked her to dance. Shocked for a moment, she didn't answer, just stared. He shifted a little uncertainly. That snapped Kate out of her reverie.

"Yes." She stammered. He took her hand and started for the dance floor.

 _Did you not just say you do not enjoy dancing?_ Vision asked.

 _I don't, but when someone asks, you say yes. It's polite and when you do it with someone else, it can be fun_. She kept her eyes forward, but could picture Vis's face in her head. Tilted to the side, brow crinkled, and a look of puzzlement in his eyes. Every little emotional tick he had developed was slight and hard to catch, but after a while it was obvious.

 _Ah. I will ask Wanda then._

Kate chuckled softly. _Go on, Vis_.

"So, what's your name?" Kate asked, a little self-conscious of her feet again.

"Will. So, tell me about yourself. What's your name?" Will asked. He gave her a crooked, charming grin.

"Really? You don't know my name?" she tested, eyebrows raised. There was no way he didn't know.

His grin turned a little sheepish. "Well, I thought it was polite. So, _Kate_ , what's your favorite color?"

"Yellow. Not like sunny yellow, but that golden orange yellow." She said as she flashed the hue across her face for him to see. His eyes widened briefly, but the smile didn't leave.

They talked the entire time. She learned that he had one older brother who worked as a politician, he was from New York, favorite color was red, and he loved the band _Journey_. He wasn't insulted that she didn't want to talk about her past. She was still processing everything herself.

The song ended, and they awkwardly said goodbye, Kate blushing and glancing around nervously.

"Thanks for dancing with me." He said, giving her that charming smile again.

Kate blushed harder. "Thanks for asking."

Will grinned at her one last time before being swallowed by the mass of bodies.

Kate beamed. She had not expected that! Will, an eye-catching young man, wanted to dance with her! Kate, the crazy mutant girl. Maybe Loki was right, best not let him know that though. He would never let her live it down.

The party continued well into the night. She danced with Tony, Steve, Sam, and even Thor. It was great, more so than she had expected. A few other dashing young agents had asked her as well. All in all, she'd hardly stopped moving.

Towards the end, she found herself back by Loki. He didn't say anything, but she got the feeling he was proud of her. No doubt he had seen her dance with some of the agents. He didn't ask her again, and that was alright by her. Kate's feet ached from all the dancing.

The last number the band played was 'The Star-Spangled Banner'. Every voice sang or murmured the words. Kate had never been prouder of her country. The meticulous little stars covering her started to fade, replaced by blossoms of red, white, and blue. Silent versions of the grand fireworks she had helped display.

When the song ended, the party goers wandered off the deck, worn-out, yet still grinning. Kate however, could not go back to her quarters yet. Fury had placed her on the cleanup crew; the cost of doing the show. So, that meant at least two hours of sweeping, gathering junk, and wiping down everything. A miserable ending to a brilliant night.

A yawn escaped her as she picked up a broom. When she looked up, a large, grateful grin spread on her face. Vis, Wanda, Sam, Tony, Bruce, Steve, Thor, Nat, and, surprisingly, Loki were all cleaning something or other.

They finished in a little over an hour and a half. All exhausted, they sat down against the wall of one of the buildings and finished the remains of the food, even Loki, whose face was shielded by that baseball cap he never took off. A bowl of chips, cookies, and what looked like watermelon, all mixed together, was passed around. It was music to her ears, hearing them share stories of past celebrations. Steve told one about how he and someone named Bucky put together a fireworks display when they were kids, almost sending a local drug store up in flames.

On the other hand, Kate was too tired to eat or join in. She closed her eyes and fell asleep under the stars, surrounded by her friends. No, her family.

* * *

The next morning, she awoke in her bed with no memory of how she got there. This fact didn't faze her at all though. It was time to start the day. In her haste to get ready, she didn't notice the baseball cap, lying in the corner.


	12. Chapter 11

"Now let me get this straight, you want her to be trained with the other Avengers? You do remember her attacking you and the rest of them. Right? She almost killed Stark, and there's an agent in the infirmary who needs major surgery. It's not even certain he's going to live. And you want to train her?" Fury said calmly. Besides being unusually civil, he hadn't taken her idea as badly as she had thought. Nat was actually relieved.

"Sir, she had a chance to kill me, but she didn't and when Sam went to go get her, she didn't attack. She went for Stark, not him. I think she's programmed to attack on sight, and only a handful of us." She articulated blandly, when in reality, she was very curious and puzzled.

He nodded thoughtfully before asking, "Then why did she knock you out?"

"I believe she was still angry at me for what happened when we apprehended her, and her natural anger was magnified by the… enchantment." The word left a sour taste in her mouth. Even though she had seen that magic was in a way real, it didn't feel like the proper term for Kate.

Natasha had spoken for a long time with Loki. Together, they had figured out as best they could why Thanos had put a spell on Kate. Loki hadn't told her any of his theories on why, just that the only way to pursue them was to leave Earth, something he couldn't do. He had also mentioned the odd connection she had with Vision, how his name kept popping up in her mentalscape. Neither had a plausible theory for that.

"You've been talking with Loki, haven't you?" he mused, a steely glint in his eye.

"You never prohibited me, sir." She added.

"And you trust him?"

"No, sir but I think it a waste to not utilize his knowledge. So far, what he says makes sense." And that it did. Natasha didn't trust Loki as far as she could throw him, which wasn't very far at all, but he genuinely cared about Kate. Even if he wouldn't even admit it to himself. That was something that united the two of them, Loki and Nat; their odd protectiveness of Kate. Nat couldn't shake the feeling that something terrible had happened in her past. The way she held herself, how she flinched during physical contact, how she always scoped out the room she was in, like it was second nature. Nat did those things as well.

Fury chuckled darkly. "I don't trust him at all. In fact, I think he shouldn't even be allowed to be on this planet, but guess what. He is. I would have thought by now you would have realized that even if I never said you couldn't talk to him, you shouldn't have."

Natasha decided to play along. "Yes sir." Fury stared at her long and hard.

"I'm assuming you want to be a part of her training?" he said.

"With all due respect sir, I think I am better equipped at training her than anyone else." A bit of firmness entered her voice, emphasizing her point.

Fury smiled and shook his head. "I'll consider your plan for her training. If I agree, then you can train her as long as she doesn't attack you. I don't need one of my top agents dead." He paused, letting the words sink in. "I'll arrange all the technicalities." That was as close to a 'Yes' if there ever was one.

"Thank you, sir."

* * *

Kate was very rudely jostled awake. Her eyes focused on two, no three, no five heavily armed soldiers milling in the room. When they noticed that she was awake, they stiffened and a few readied their weapons. Their behavior really ticked her off. She hadn't killed anyone last time, and besides she wouldn't attack. There really wasn't a point. Did they think her some mindless beast?

"Up, hands behind your back." The one who had woken her demanded. Leisurely, she stretched, and sluggishly did as she had been told. No need to make it easy on them.

They put thick, cold cuffs on her wrists. A piercing beep, and her hands were covered too by what felt like metal gloves; she wouldn't be able to use her claws unless she wanted to shred her hands first. Great.

Two guards went in front, two on either side, and one in the back. Weirdly enough, Kate wasn't nervous. What she was however, was bored. This entourage wasn't meant to guard he, but to protect everyone else from her. It didn't really bother her; she'd have done the same if the situations were reversed.

The procession proceeded down hallway after hallway, entering and exiting room after room. When they finally reached their destination, Kate was positive her feet were going to fall off at the ankles. The pads on the bottoms of her feet weren't calloused at all, so the harsh floor made them ache. SHIELD hadn't given her shoes, only a uniform. How thoughtful.

Before Kate and her entourage was an imposing door of iron, perforated by quarter sized holes. She couldn't see in clearly, just snippets of light and movement. What was on the other side? Another cell? No, those holes were great for her claws to tear through, but if it is a cell, then maybe they were leaving the cuffs on? She really hoped not. Kate had lost feeling in them long ago.

They waited ten minutes, Kate counting the seconds as they ticked by. She tapped foot obnoxiously, earning a disgusted look from one of the soldiers. She smiled cheerfully at him, displaying her new canines.

Then, the door opened. Glaring lights shattered the dim hallway, blinding Kate for a moment. With her eyes readjusted, she could finally see the room. She let out a breath she hadn't realized she'd been holding.

It was a gym, of sorts. Weights piled in a corner, a running track hugged the walls, parts of which raised up and lowered to resemble hills, huge rings hung from different heights scattered under and above the lights, trampolines, punching bags, punching dummies, a shooting and archery range, and she thought she saw what looked like small swimming pool. It was every Olympic Athlete's dream. Any kind of athlete could work out here. Kate felt a little thrill of excitement.

On one wall, a balcony occupied by at least twenty people, hung over part of the track, casting it in shadow. A few, she noticed were SHIELD agents, emblems flashing coldly. Kate thought she saw Fury, but the majority looked like normal everyday people. Except one. He stared straight at her as she walked. She stared right back, in both amazement and defiance.

His skin was red, blood red. Strips of grey lined his face, meeting on the top of his head, converging were hair ought to be. A dot of something yellow and sparkling, nestled on his forehead. There were no signs of emotion, but intelligence was plain in his features. There was something else, too. Was it familiarity? No way, Kate would never forget someone like him. Maybe curiosity, but that was obvious. Everyone who had seen her so far had gawked for at least a minute. She found it rather fun to see them rubbernecking.

 _Hello_.

Kate balked, stumbling into the guard behind her. He shoved her forward with his gun roughly, grumbling about watching where she put her feet. She snarled at him, but he didn't so much as flinch. Disgruntled slightly by his lack of reaction, she glared resentfully.

 _Hello_. The voice said again. It was quiet and calm, full of wisdom and gentleness… and familiar.

Kate stared wide eyed up at the balcony. No one seemed to have noticed her arrival yet, except the red man.

A memory, small and weak flitted in the recesses of her conscience. There was something about his voice, but she had never seen him before… wait. Never seen him. _Never seen him_. Just because she hadn't actually laid eyes on him, didn't mean she hadn't _heard_ him. It had to be him! It all made sense now! It was his voice that had calmed her when she had been panicking in the cell and the one who pulled her out of her nightmare! She would know that voice anywhere. But how? And who was he?

 _How do I talk back?_ She wondered, still staring at him.

 _Just like that_. He said.

 _Oh_. Kate blinked. _Who are you?_ She asked, curiosity at an all-time high.

 _I am called Vision._ Vision! That name, that name, that name! It felt so very familiar, like an old book she'd once loved. There was a memory wiggling at the back of Kate's mind and she grabbed for it, but it stole away. As soon as the memory was gone, a sharp pain started at her temples, radiating out. She felt like screaming. A thousand hot knives jabbed inside her head, she couldn't see, couldn't hear, couldn't do anything! Kate pressed the heels of her hands to her head, trying ineffectively to push the agony away. Milky tears leaked from her eyes.

 _Are you alright?_ He said. For some unfathomable reason, she could hear him, but it was impossible for her to respond. When she didn't, he must have realized something was very wrong because suddenly her mind was filled to the brim with soothing light. Her thoughts were silenced and the pain seeped away, a trail of bliss in its wake.

 _What happened?_ She thought weakly.

 _I do not know._

Her eyes opened and trained on him. Only this time he wasn't alone. A woman stood along the rail analyzing her. She didn't seem malevolent, but Kate was loath to trust anyone at this point.

 _Hello._ A new voice perforated her thoughts. This one was feminine, and Kate assumed it came from the woman next to Vision. She smiled at Kate's baffled expression.

 _Hi_. Kate said back, hoping they both heard it.

 _We did._ The woman laughed. Kate smiled up at them.

 _What is your name? And how can I talk to you in my head? And-_ Kate was cut off by the woman.

 _One at a time please._ She laughed softly again _. My name is Wanda. I have the ability to move objects with my mind and also influence your perception of reality, among other things. I don't know why you can talk back to Vision and me, but you are very special Kate. There is something about you, something…_ she trailed off, leaving Kate rather confused.

 _How did you do that? The calming thing, I mean._ Kate directed her next question to Vision, who just shrugged in response. _Well that was helpful_ , Kate thought gruffly.

 _I am sorry I can't be of better service._ Vision apologized.

 _Oh! You weren't supposed to hear that. I'm just… frustrated, worried, overwhelmed, and confused, I guess. Don't take this the wrong way, but how do I block you from hearing my thoughts?_

Wanda smiled reassuringly. _No offense taken. I'm not sure how to tell you how to guard your thoughts, but I could transfer my method, if you like._

Kate was puzzled. _Transfer? What does that mean?_

 _Let me show you._ There was silence, and a fluttery sensation entered Kate's head _. There. The knowledge on how to build a wall around your mind, how to open it, and how to communicate even when it's up._

 _Thank you._ Kate uttered, a little speechless. She quickly followed the guidelines Wanda had given her, and built her wall. It was rather simple, and Kate would never be able to describe how she did it. In a way, she was using a new kind of thinking. Without words, images, or emotion, she could analyze and build.

She breathed a sigh of relief now her thoughts where her own, and she could talk without moving her mouth, with no worrying about stuttering to Vision and Wanda. _How did you do that?_ Kate marveled.

 _It just comes with my powers._

 _Oh. Cool. Do you know what's going on?_

 _Yes, you will train with us now. It's alright. Fury just needs to make it official with a serious speech._ There was sarcasm in her voice and Kate suppressed giggles. She was starting to really like Wanda.

"Good morning Kate." Fury stood at the railing, looking down at her imperiously. Everyone on the balcony now occupied a spot where they could see her clearly. She recognized next to none of them, but she did see the red-winged man. He, unsurprisingly, glared at her. She didn't blame him. "Now, you will train to be an Avenger." He waited, gauging her reaction, which was nothing. It didn't seem to bother him. "Agent Wilson, Agent Maximoff, and Vision will be your main tutors, but we'll bring in a few others every once in a while. Your training starts today. You will obey everything they say. Am I clear?"

Kate smiled humorlessly. So he wouldn't tell her what happened. No mention of the rest of the Avengers. She wouldn't be seeing Tony, Bruce, or Black Widow anytime soon, unless they were the 'others' Fury mentioned, but that was doubtful. According to her assumptions, she had attacked them with no real reason.

"Am I clear?" he reiterated, a threat edged his words.

"Yes, sir." Kate put as much fake cheerfulness into her voice as humanly possible... or as mutant-freak-of-man possible. Fury's glare hardened, but he didn't say anything. Wanda seemed to be struggling to suppress sniggers behind his back. Vision was impassive yet he appeared to be analyzing Wanda's reaction.

"If any trouble is caused, I will know. If you decide to go off on your own, I will know. If you so much as break any of this equipment, _I will know_ and trust me, you don't want to know the consequences." He said, his voice dangerously low, but carried perfectly down to Kate.

"Yes, sir." Again, Kate shoved as much perkiness in her voice as she could. Fury didn't find it nearly as funny as Wanda did. In her head, Kate could hear her laughing.

Fury shot Wanda a dirty look, like he knew precisely what was going on, but once more said nothing. Instead, he turned and left, a string of agents following. Soon, the only ones left on the balcony were Wanda, Vision, and the red-winged man who she guessed was called Agent Wilson.

Kate was confused. Weren't they going to come down and train with her? Was the plan for them to issue orders and her just follow them to best of her ability? No, that didn't seem likely. But she didn't have to wonder long however, all three flew down to meet her. Well, Vision floated, carrying Wanda, and Sam's wings whooshed out. He coasted to a stop and Vision landed without a sound.

"You may leave us now." Wanda said to the guards, who didn't seem daunted at all by the display.

"Director Fury's orders were to stay with the Project." One informed Wanda, who did not look pleased.

"He also ordered her to be trained. She can't do that with you suffocating her." She glowered at all of them, her eyes flashing red. Little ribbons of light curled around her fingers.

The guard nodded, motioning to the others to back off. Kate was a little taken aback at how they just obeyed Wanda. They didn't try a second attempt at arguing or even negotiating, just nodded and disappeared into the shadows around the gym. The only inclination of their existence was the odd shadow here and there.

"Well," sighed Wanda, "That's as much privacy as we're going to get." She turned to Kate, studying her up and down. Then, she started to circle, which was a little unnerving, setting her self-preservation instinct off. Wanda vanished from her peripheral, then her footsteps stopped, right behind her. "Do you mind if I touch them?" After a moment of hesitation, Kate nodded grudgingly.

Her hands gently stretched Kate's wings out to their fullest, prodding and stroking feathers. All the while, Kate felt a growing urge to hit something, or someone. She didn't like to be touched. "Sam, come here." The man did, also examining them. "What kind of bird, do you guess?"

"I'm not a bird expert, Wanda!" he said, miffed. "But they're definitely made for long flights, and they seem like they can switch direction on a dime. They aren't like any bird wings I've seen. A mix. I'll be teaching you to fly by the way." He added. Sam didn't seem to have gotten over her attack yet.

"I'll help you with your powers." Wanda added, coming back into view with Sam right behind her.

 _And I will help with your mind_. Vision said in his gentle, calming way. Kate met his eyes and nodded. She was grateful for that, but had been hoping Loki would be the one they would assign.

"Today we're just going to see what you can do." Wanda began, motioning around the room. "Do you want to start with anything?" When Kate shook her head, she said, "Alright then. Let's start with flying. Sam?"

He nodded, walked in front of her, sized her up. With a click and a whoosh, his wings fanned out. Kate mimicked him, watching how the device moved, just like a real bird's. "Now, you want to get a running start to take off. You're not strong enough to just go up yet. So, go ahead, try it out."

They moved out of her way, a clear path about thirty feet long. She took a deep breath to calm her nerves. Butterflies filled her stomach, causing blobs of pink to blood over the soft gray fur. She stifled the pink as best she could, turning a few shades darker as well.

Kate flexed her hands. The last time she had flown, she'd kind of fallen first. The walls didn't look very comforting if she happened crash into them. Which was likely.

Then, she ran. Her feet pounded over the floor, her wings spreading out a little more with each step… she was nearing a stack of hurdles. Panic gripped her suddenly. Would she break her wings if she fell into them? She was running faster than she ever thought possible, slowing down wasn't an option anymore. They were getting closer… no holding back. Her wings snapped down, and her feet no longer touched the cold floor. For one glorious moment, she was flying, going up and up towards the ceiling… and then that moment ended. Her wings faltered, her tail wouldn't stabilize her, and Kate somersaulted into the hurdles. A lot of limb flailing and screeching as she and the hurdles collided.

Her mentors ran over, while she lay there, panting and a little shell-shocked.

 _Are you alright?_ Vision asked. Kate sent him a telepathic ' _Yes_ ' while Wanda chose the verbal route of, "Kate! Are you hurt?" Sam just laughed good naturedly, and said, "Man, Fury's going to be pissed."

Kate frowned, observing the mess. She'd broken two hurtles. One was shattered beneath her while the other lay cracked a few feet away. She groaned, refusing to get up. Sam held out his hand, and she took it, feeling very self-conscious.

"Man what do they feed you?" he whined. The animosity he'd had a moment ago was gone, which was nice.

She grinned toothily. "Raw meat and a lot of rice."

He made a disgusted face, exclaiming, "What? No way!" Kate nodded, laughing.

"Ow!" she pulled one of her wings around, annoyed that she was hurt. A large blob of yellow covered a section on the back of her wing, right where the pain was. A long sliver of grey wood imbedded near the wing joint stood out against the yellow feathers. Kate cringed.

"Let me look at that." Wanda moved around and gently touched it, wiggling it slightly.

"Stop!" Kate exclaimed. It hurt! "Let me get it." But no matter what she did, Kate couldn't get the right angle to pull it out. She grudgingly admitted defeat, and felt her cheeks heat with mortification. This was so ridiculous. Kate had been hoping she could impress them with her skills, but it turned out her 'skills' didn't want to make an appearance.

Wanda moved her hand over the wood, eyes intense. A tendril of scarlet light snaked from her fingers onto the wood, pulling it out. Small bursts of discomfort caused by the tugging made Kate recoil slightly. It was an odd sight, seeing the wood deliberately slide out of its own accord. After a minute of feeling awkward on Kate's part, it was over. She flexed her wing, extending it and retracting it. Nothing hurt, a little discomfort but that was to be expected.

"Alright hot shot, maybe next time don't crash into Fury's hurdles." Sam shot her a grin, which Kate quickly returned.

"Is he really going to be upset about them?" she asked, feeling a little worried.

He shrugged, smirking. "We can just say it was Wanda."

"I heard that!" she called. Sam laughed and Kate happily joined in. He didn't seem so bad after all.

The next hour or so consisted mainly of her and Sam doing stretches and ground work. He showed her ways to stretch her wing muscles, so she wouldn't hurt herself when it came time to really flying. Consecutively, they agreed flying would have to come later.

Then, they moved on to mind training. Sam couldn't participate in this, so he wandered over to the trampoline and settled down for a nap.

Wanda, Vision, and Kate sat in a circle, almost like a séance, which Kate found rather funny.

"Kate, we're going to be speaking in our minds now. It will help." While she spoke casually, there was an undertone of warning that made Kate uneasy.

 _Can you hear me?_ Wanda asked. Kate nodded. _Alright then. It is better we speak like this when discussing your telepathy. You weren't supposed to be able to do this Kate_. _For right now it would be best for you to keep this between the four of us. A few others know, but Fury believes it would be safer for you to keep this hidden._

 _Who would attack me?_

 _We don't know, but this may make you seem more dangerous to others who wouldn't understand. Please Kate, don't tell anyone._

She frowned _. But things like this happen, right? I mean, the scientists can't plan for everything. Maybe it's just a fluke, something lucky even_. But even as she thought this, she knew it wasn't true.

 _There is something very similar between us. Something to do with this_. Vision tapped the sparkling stone on his forehead. _I don't know why. I hardly understand the stone I have, much less why you would be connected to it._

Wanda shot him a glance. They must have been communicating together, because Kate heard nothing.

 _We will figure this out Kate. In the meantime, promise you won't say anything?_ Wanda asked her, but Kate was more curious than worried at the moment. Very typical Kate.

 _I promise._ She switched her attention to Vision _. Are you saying I have something to do with your stone_? She pressed him.

 _No, your energy is different_. He didn't continue, even though Kate looked at him expectantly.

 _Kate, can you control your coloring_? Wanda changed the subject quickly. Kate dismissed it, knowing she would get nothing from either of them. She would have to try again later.

 _Sometimes, if I concentrate hard enough._

 _Can you blend in with the background?_

 _I've never tried_. That was a lie. Kate remembered attacking Natasha while being camouflaged. She just didn't remember how. Some guilt rose with that memory.

 _See if you can_. Wanda prompted. Kate nodded, took a deep breath and closed her eyes.

She imagined the ground seeping up into her, the ceiling dripping down, and the walls covering her like a blanket. The colors shifting across her didn't cause any sensation, but something felt different. It felt natural, like she was meant to do this. She still hadn't opened her eyes yet, so Kate had no idea if she was invisible or not. When she did, she let out a cry of triumph. She was transparent. Her feet looked exactly like the floor, and the wall behind her was reflected on her arms and neck. The only thing keeping her in sight of Wanda and Vision, was the uniform SHIELD had tailored specifically for her.

Wanda stared at her. Or she rather stared where she assumed Kate's arms and legs were.

"How many fingers am I holding up?" she asked, excited.

 _Speak in your head, Kate_. Wanda scolded gently. Kate smiled and nodded, but still waited for one of them to answer her question. _I don't know, three?_

 _No_ , Kate laughed, very pleased with herself, _two!_

She settled back down. An illusion of purple water running down her, painting her fur soft shades of violet and blue, she came back into sight. Wanda smiled proudly.

 _You're already making progress._

They continued practicing speaking non-verbally, trying new ways of blending in to the back ground, and just talking in general. Kate suspected this was also a team-building strategy, just without a stupid name.

After forty-five minutes of shifting, Kate was tired. She was sure she wouldn't be able to change any more shades without passing out. It took a lot out of her, to change so much.

Vision noticed this before Wanda, and suggested they go eat lunch. So, they woke Sam, and went to the cafeteria.

It was very SHIELD-ish. The tables, water bottles, plates, posters, and even a giant tapestry, all emblazoned with the SHIELD logo. For a super secret organization, they sure did like to put their name on everything.

Moving to the end of the buffet line, Kate noticed that she was getting a lot of strange glances. Several agents craned their necks, ogling.

"Hey, Wanda-"

 _Mind, Kate._

 _Oh, yeah. Sorry. Um, why are they all staring at me? They work for SHIELD, shouldn't I be considered normal?_

 _These are agents in training. Most have never seen us in person. They have also all heard rumors about you and what happened with the Widow._

So that was why the general amount were glaring at her. She shrugged, ignoring them. If they had a problem with her, fine. It wasn't like they could hurt her.

They left the cafeteria soon after with loaded trays. Which was odd, in Kate's opinion. Wasn't a mess hall filled with tables and chairs meant to be eaten in? Maybe Wanda didn't want to attention.

They were back in the training room, eating their meal in silence. Kate's consisted of raw meat, rice (Seriously though, what is with that?), and a bottle of water. Wanda's was a bowl of some kind of soup. Sam ate what looked like military style food while giving her raw meat dirty looks. Vision didn't eat anything apparently.

"So, tomorrow I think you and Sam should try to practice flying."

She nodded, but a twinge of regret in her gut promised she would not find the training so easy.

The rest of the day was spent practicing conversing with Vision and Wanda in her head, and carrying out different stretches for when she would fly.

* * *

The next day, Kate wasn't escorted by a troop of armed guards to the gym. Instead, it was just one person; Loki.

"Hi." Kate said, not sure what else to say. What do you talk about to someone who's been in your head?

"I was told to give you these." He handed her a lanyard, a small book, and what looked like a com.

"Oh. Thanks." Again, Kate wasn't sure what to say.

"And I've been charged with babysitting duty." He grumbled, strutting away like a disgruntled peacock.

She rolled her eyes, not surprised in the slightest that Loki would be upset with having to guide her to the gym. She didn't know how to get there herself yet. It was strange they would assign him this job though. Wouldn't a different agent be better? Was he her new guard?

They walked in silence, she trailing behind, trying to keep up with his footsteps. Even though Kate was much taller than she used to be, Loki had at least six inches on her.

They entered the gym to find no one. Everything was on, the lights, the pool, and the television screens, but it was empty.

"Where's Wanda? And Vision? And-" Kate began, but he interrupted her.

"You won't be training with them today." He said, turning to face her.

Just as she was about to ask why, Loki's arm, quick as a whip threw a dagger at her head.

Dodging to the left, she tripped over her tail, landing in a heap. He calmly walked over to where the dagger lay imbedded in the wall, pulled it out, and looked at her expectantly.

"What was that? Do you want to kill me?" she shrieked, getting up and flashing red.

Loki chuckled. "My job is to teach you how to fight and use weapons."

"Did you have to throw a dagger at me?" Kate bristled.

"I needed to see your reaction time, so I can know how to deal with you."

"Deal with me? You couldn't just teach me in the normal way?" she demanded. Wrong move, Kate.

Loki snarled, flinging two more daggers at her, these were low, aiming for her unprotected stomach. Instinctively, she dropped to the ground, flat as a pancake.

"In case you haven't noticed mortal, you are not normal, and neither am I." he replied, a hard edge to his voice.

Kate was cautious now, fully aware he had no qualms with hurting her. He flicked his wrist, both daggers shot straight into his hands. He tucked them away, beckoning her over as he did.

She slowly approached him, like she would a wild animal, which is exactly what he was. Wild, dangerous, but he did have a soul. Kate knew he did, knew it in the way he treated her, in the way he was subtly gentle. For example, it had been him who had helped her when she had been trapped in her own head. He didn't give her contemptuous looks or look at her suspiciously. He just… treated her like he would anyone else. It still wasn't exactly nice, but it was better than how the other agents handled her.

"Do you have a preferable weapon?" he asked. Kate shrugged. The only weapons she ever remembered using were rocks and pocket knives. He stared at her long and hard. Finally, he broke the awkward silence.

"Let's try you out on a sword then." He said, walking over to a wall. Kate followed, curious.

Once she got close enough to see the details, she realized it wasn't a wall, but a cleverly concealed cabinet. Slim hinges fit into the wall seamlessly, and a thin handle barely protruded from the metal. He swung the doors open, a gust of wind ruffled Kate's fur.

The interior was a sight to see. Guns, spears, knives, daggers, bows and arrows, swords, and maces among countless other weapons that Kate recognized, but couldn't name. Loki strolled along, glancing at the daggers, but stopped before the swords. Taking two down, he passed one to Kate and kept the other.

"Why would SHIELD need swords? Isn't that a little old fashioned?" Kate questioned.

He rolled his eyes. "This 'old fashioned' weapon will kill just as easily as a gun. In fact, the sword is better still, because it won't run out of ways to kill."

They walked onto some mats, Loki swinging his sword, while Kate just stood there, feeling wrong-footed.

"Uh, shouldn't we used blunted blades?" Kate asked nervously. The edges were so sharp, she felt like she would cut herself just by looking at it.

"You will never learn to avoid the blade, if you are accustomed to a non-fatal object." He stated.

"I'm not sure that's true." No sooner had the words left her mouth that he lunged.

Kate careened to the side, forgetting she had her own weapon. He gave her a smug grin, backing off. Unsteadily, she rose to her feet, glaring at the god. As soon as she had her footing again, she pivoted. In an instant, her blade met his. Sparks flew, surprising Kate, causing her to jump back in alarm, tripping over her tail again.

Expecting Loki to stop his attack, give her time to catch her breath, Kate didn't bother to get back up immediately. That was her mistake. A flash of silver passed her vision, and the next thing she knew, her shoulder was bleeding.

"What is wrong with you?!" she screeched, scrambling away. He snarled, raising the sword high. "No! Don't, don't, don't, don't!" She tried to backpedal, eyes never leaving the armed psychopath.

The blade fell, landing with a thud next to her hand. Two inches of the blade buried in the thick mat. She could see her eyes reflected back at her in the quivering metal. She swallowed the lump in her throat.

"Get. Back. Up." He practically spat the words at her. She stared, nonplussed. What was his deal? Fury would never allow this… would he?

Slowly, she got to her feet, regaining her footing faster than last time.

"Get your sword."

She did, holding it out in front of her. With calculated footsteps, he retrieved his, neither letting their gaze off the other.

When Loki began to move, she was ready. Their blades clashed, his movements fluid and natural, hers jerky and stiff. When he started to aim for her non-bleeding shoulder though, something clicked. Her muscles settled into a rhythm, her hands gripped the hilt confidently, she started to run through a list of attack positions in her head.

Loki was going to try to hit her forearm, the one holding her sword. If he did that, she would surely lose. Like a stone, she dropped to her knees, rolling out of the way and leapt up, snapping her wings out to distract him. For a moment, it worked. His green eyes shifted just a tad to size her up again. In that instant, Kate swung her sword. She almost hit his side, but his blade appeared in a rush, effectively blocking her.

Then, he struck her in the leg, the flat part of his blade slapping against her calf. It would surely bruise tomorrow. Taking advantage of her loss of concentration, he lunged again, this time nicking her thigh. He continued to dance around her, a whirlwind of green and black, nicking and hitting her until she was too dizzy to do anything. Only when she ended up flat on her back, winded, did he stop. His face was unreadable, while hers was not. She was angry, and embarrassed. For a moment, she knew what she was doing. Knew what to do to defend and attack him, but she hadn't expected him to hit her like that with his sword. It was ridiculous, but it had worked.

"Where did you learn that?" he asked, staring intently at her.

"Learn what?"

"When I swung, you dropped and rolled away. Where did you learn to do that?" he repeated.

"I don't know. Not that big of a deal." She said, shrugging. It hadn't been that hard. What was so weird about it? Maybe it was dumb luck that she had done it, but still. What else was there to it?

Loki nodded slowly, processing her words. She continued to watch him, waiting for his next attack. She didn't have long to wait.

When he began to move, so did she, and that click from earlier happened again. It was second nature for her to drop from under the blade again, spinning as she did, and ending up behind him. This time it was Loki who had the disadvantage, but that didn't seem to faze him. He spun, sword sweeping through the air. Kate dodged, thrusting her sword out, aiming for his chest, right where his heart should be. Again, her efforts were fruitless. In one smooth broad motion, the point of his blade jabbed her hand, fingers spasming, and released the sword.

"Stop! Stop, stop, stop!" she wailed. Her wings flapped in panic, her tail tangled her legs. To make matters worse, Kate was now pressed against the wall. She was defenseless. Panic pooled in her stomach, wiping all rational thought away. He roared, swinging the blade. Kate snapped her eyes shut, and raised her arms to cover her face, knowing full well Loki would cut her… but the blow never came. Slowly, she opened her eyes. With them open, her gaze was drawn to her claws. Protruding from her fist, the knife like claws shone under the glaring lights. Loki seemed intrigued by them, not touching, but close enough.

"Don't come any closer." Kate threatened, pointing her hands towards him. The tips of her claws met his chest, but he didn't so much as flinch. Instead, he smirked, persistently studying them.

"How many times have you done this?" he said.

"I think only once." Kate replied. Once was a lie. She'd done it more than that, but those memories where foggy at best. No need to confirm until she was certain. After all, those could have been knives… that she held between her fingers… okay, so she knew she had used them more after destroying the door, but she hardly remembered.

Loki didn't look like he believed her though. He nodded, replacing the swords into the cabinet and taking out two daggers. Kate held out her hand, expecting him to give her one. Again, he smirked and got into an attack position. Kate blanched. He was going to attack her while she had no weapon. That was low. And terrifying.

He ran at her, blades flashing. She backed up, trying to get away as fast as possible.

"Remember your assets, Kate!" he called to her. He began to circle her, like a wolf around a lamb. That was how she felt, like a lamb.

 _What does he mean? Oh._

Kate tucked her wings in tight and wrapped her tail around her waist. Then, in the blink of an eye, she vanished. It felt normal to blend in. She didn't even have to think about it. A switch just flipped, and poof, she was gone. There was one issue, however. Her uniform. It didn't camouflage with her. Loki couldn't miss a floating set of clothes. She was still an easy target. Kate did her best though, using her wings to cover as much as possible. It was good enough.

Kate managed to douse the fear in her mind. Loki did scare her. Who wouldn't be worried about an armed Asgardian who once tried to take over the world? Since she was invisible though, he couldn't see her.

Kate stalked around behind him, making as little noise as possible. For a moment she considered flying up and dropping down on him, but he'd probably hear her and she hadn't practiced invisible flying yet… or flying in general. This wasn't the best time for experimentation.

Finally, she was in perfect position. Loki hadn't moved the entire time, oddly enough. He just stood there, his back to her, daggers at the ready. His face was hidden from her, but she didn't bother to care about this fact. Kate readied herself. She didn't want to hurt him, but she did want revenge for the cuts he'd given her. She really wanted payback for that. The one on her cheek stung like crazy.

Adrenaline, the energy that gave warriors their edge, pulsed through her in waves. Her feet, so strange feeling earlier, shifted into the perfect stance, her muscles taught with excitement. Kate sprang forward, Loki, at the same time, spun around. His arms were raised in front of him, both knives pointing straight at her.

"Agh!" she yelled, startled. She flashed into view, while Loki spun and kicked her out of the way. She landed hard, rolling until her back slammed into the wall. Stars blotted her vision, and she struggled to breath, but that didn't impair her ears. She clearly heard him as he spoke.

He said, "Pitiful. Should have expected more from someone like you."

Kate moaned, glaring daggers at Loki.

"What?" false confusion flashed on his face. Kate snarled.

She struggled to her feet, wings still tucked in but her tail pin-wheeled, smacking the wall.

"Ow." Kate gasped, clutching her side. Sharp, invading pain flared from the spot. It hurt worse than anything she'd ever felt.

Loki sighed. "Come here."

Kate didn't move. No way did she trust him now. It was because of him she was hurt. Cuts, bruises, and maybe a broken rib, all because of him. She scowled, wishing he'd take a dive off a cliff. Then again, he might survive that, being a god and all.

Loki rolled his eyes and walked over to her, graceful as a panther. Kate backed up, teeth bared, wings flared. Her fur raised slightly, giving the impression that she was bigger. Loki however, wasn't fazed. He waved his hand in front of her face, and suddenly the pain vanished. Gingerly she touched her cheek, but found nothing but smooth fur. He muttered something unintelligible. The pain in her side receded gradually until it was a mere memory.

Loki backed up, giving her an expectant look.

"Thanks." Kate grumbled. "What was the point of fighting me?"

"The point, Kate, was to see if you remember." He said, smirking.

Taken aback, Kate gaped at him for a moment. "Remember what?"

His smirk widened, turning almost cynical. "I'll tell you when it happens." And with that he left the room, leaving a frustrated Kate in his wake.

* * *

Sorry it's late, I'm at the beach and yesterday was crazy with family coming in and just sand and water and THE BEACH! I have a lot of inspiration here so I'll get the next chapter done soon hopefully, hope you guys liked this, please REVIEW, fave, and follow! Hope you guys have a great week! BTW, thanks to all my wonderful reviewers and followers and favoriters forgiving me support and just being awesome!


	13. Chapter 12

Кейт is Kate in Russian, fyi. Pronounced, Cat- ya. Ok, I'm done. Enjoy!

* * *

Kate had been given permanent quarters. It wasn't bad, really. Better than the boxy cell she'd slept in before. As far as she could remember, this was the nicest place she'd ever stayed in. She sighed, rubbing the blanket beneath fingers, enjoying the feel of all the fibers. Ever since her transformation, all her senses had become stronger. It was eye opening, seeing finer details, hearing things no one else seemed to, and taste subtler things. One of the things she'd had to get used to was smelling everything. The bed, walls, light bulb, were just a few smells she was bombarded with. Some scents were pleasant, like the refreshing smell of clean glass, but others, like the false wood desk, gave her a headache.

Kate stood up and stretched, the fur on her legs brushing against the bed. Her room was furnished with practicality in mind. A large bed, her own bathroom, a closet, and a desk. It was nice. Simple, but nice. Likewise, her routine was the same.

6:00 a.m.: Wake up, get dressed, eat breakfast

6:30 a.m.: Train

12:30 p.m.: Lunch

1:00 p.m.: Train

4:30 p.m.: Free time

6:00 p.m.: Dinner

7:00 p.m.: Strategy class

8:00 p.m.: Extra class or free time

9:00 p.m.: Shower and bed

Every day was alike, blending together into a portrait of never ending soreness and rigorous classes. Her training varied based on who was teaching her. If it happened to be Wanda, agility and fine tuning her skills was on the agenda. If Vision was there, then he would work on sparring and mind tricks. Sam always did flying and hand to hand combat, but he also taught her some survival skills if she ever found herself stranded. The mentoring trio never varied. Loki on the other hand, did. Whenever it was his training day, they might use swords, hand to hand combat, strategy, or even just studying history. Where ever his mood stood depended on the day's training. The one thing each of Kate's mentors had in common, happened to be the ability to completely exhaust Kate by lunchtime. She'd drag herself to the mess hall, eat as much as possible, and drag herself back to the gym. Free time mainly consisted of a nap or reading. Sometimes if she felt up to it, she'd wander around the Heli carrier. Fury had never told her that she couldn't, but she got the feeling that he wouldn't be pleased to see her exploring. Then she would eat dinner and go to strategy class. Battle strategy, diplomacy, and tactical strategy all grouped in one course. She took it with the other agents in training. For the first few days, she'd gotten odd looks and a wide berth. But now, no one noticed her and a few even smiled when she made eye contact, to her great relief. Maybe she'd make a normal friend, well more normal than the Avengers that is. After that, she'd get a message on her com watch. It would either tell her to go to a different class or, her favorite, another hour of free time. Then it was curfew. It wasn't a bad schedule and at the end of the day, she enjoyed the work outs.

Within the first three weeks, she noticed the muscles that were starting to form. With each day, she could go a little longer, run faster, swim harder, and execute complex maneuvers.

After two months of intense training, her schedule changed. It came as an exhilarating surprise to see half her agenda blank. A panel next to her door told her everyday what to do. It hadn't altered until now. It was normal, until after lunch. There it just said, 'Interview'. That was odd.

Kate shrugged. It probably wasn't that big of a deal, but still.

Since coming to SHIELD, she had not only changed physically, but in less visible ways. Kate was smarter and less intimidated. Those first few weeks had been tough though. She'd been scared of Loki, Fury, and anyone really, but now, they feared her. She was almost a match for Loki in combat and Fury didn't bother her unless she messed up, which was rare. She'd earned Loki's grudging respect, a feat that in Kate's opinion deserved a medal and celebration.

She went to breakfast, eating her meal alone as per the usual. When she got to the gym, Loki was waiting. No surprise, it was his training day. Kate walked up to him, and waited. He'd tell her what to do soon enough.

"How is your flight coming along?" he asked. His back was to her and Kate was slightly disconcerted talking to him like this. She tapped out a steady rhythm against her leg, trying to quell the building apprehension. Loki's stiff posture told her this wasn't going to be one of his good days.

"Sam says I'm getting better. I'll be ready to go outside soon." That was one thing Kate was very proud of. Her wings. They'd grown four inches in the past couple of months. They were formidable too. Corded muscle rippled over them with each flap. She could do all the agility exercises Sam could think of flawlessly.

"Well, let's see if he's right." Loki said, turning to face her. Kate's eyes widened when she saw his face. Dark circles under his eyes, small cuts all over, and what looked like bruises around his throat. He'd been attacked. It had to have been someone or something incredibly powerful to hurt him. In all their sparring sessions, Kate had only managed to really bruise him once, and that had been on accident.

"Loki…?"

"Yes?" he said testily. Kate gulped. He was unquestionably in one of his foul moods again.

"What happened?" she asked softly.

"You will know later, for now close your mouth and follow me." He answered icily.

Kate glared, but didn't ask any more questions. She followed Loki out of the training room, and down hallway after hallway. Once they emerged from the fourth stairwell, Kate recognized where they were going. She could smell the fresh, icy air, hear the howling wind. A shiver of excitement coursed through her. They were going outside.

Fury hadn't restricted her much, but his number one rule remained that Kate couldn't go out. He'd threatened her with a tracker if she even so much as put one foot above decks. Fury was many things, but rarely did he bluff, and according to Loki, he'd already tried to put one on her once. Nothing would stop him if she broke his rules. So, Kate had stayed far below the surface, being the perfect little hero in training. But at night, she'd dream of flying under the stars, tasting the wind, rocketing above the clouds.

To her own surprise, Kate wasn't upset about essentially being kept prisoner. She was glad with the lifestyle change. She'd been on the streets before. Thin and always hungry. Cold nights, rough days, plain misery twenty-four seven. Now though, she could count on regular meals, a warm bed, exercise, and free time. Rarely did she get antsy. Every once in a while, though, late at night or when she was eating, she thought about Tony, Bruce, and Natasha. She missed them. They had been kind to her and then… **it** happened. Kate called her mindless attack **it** , just like she called her transformation her changing (Transformation made it sound like she was a bug, which she didn't like very much.) Even after all these months, she still had no answers about what happened, and a deep seated guilt constantly gnawed at her.

At first she'd thought that maybe it had been a PTSD attack, but she had no symptoms. Besides the attack, that is. Then, she'd researched panic attacks, anxiety attacks, and any kind of attack known to man. None added up. After ditching her research, she'd asked Loki. All he had given her were snarky remarks and just made her training harder. That was one of the things Kate hated about him; he never answered her questions, and if he did, they were riddles and vague replies.

"Keep up, Kate." He snapped.

"Sorry, coming!" Kate called to him. In the span of five seconds, he had managed to end up on the other side of the hallway. She had been lost in thought. One of the odd things Loki had done, was stop calling her 'mortal'. For the first week of training, that's all he called her, but starting five weeks ago, he'd switched to Kate. Why, was a mystery to her. She had no reason to complain though.

Kate followed him, until he stopped in a small room with one door and a hatch in the ceiling. Red star bursts started to pop up all over her fur. One of the books Wanda had given her contained information of colors. It told her what colors meant, when it came to emotions. One of red's many meanings, is excitement. Normally, Kate's coloring was a mix of white and grey. The grey meaning seriousness and professionalism, and white for calm. That, and she looked pretty cool. Especially when she added red highlights.

"Can we go…?" Kate asked, her entire body tense with excitement.

Loki smirked. "Patience is a virtue."

"Not one you possess." Kate snorted. For a tense moment, she feared she'd over stepped, but Loki smiled, a rare occurrence. She warmed with pride.

The smile convinced her to try waiting, so she did. Kate waited. And waited. And waited. She started to fidget after what felt like forever, giving up on obtaining that virtue. _I guess I don't have the patience to get it._ She thought, smiling outwardly at her own joke.

"So, it's your lucky day Kate." A voice said from behind. If Kate had been in this situation two months ago, she would have spun around instantly, her guard instinctively going up. Now though, under Loki's tutelage, she was calm. His random attacks helped to quash her jumpiness, oddly enough, teaching her to trust herself to be able to defend against anything.

Turning to meet the Director, she kept her face blank. Kate didn't make eye contact. She found that she could get her way if she kept her gaze just over his shoulder.

"Agents Wilson and Maximoff tell me your ready to fly out side. Is that true?"

"Yes, sir." Kate kept her voice neutral, but struggled to contain the red blossoms.

"This is a privilege Kate. If you so much as go an inch out of range, I will make sure you never see the light of day again. Understood?" He said darkly, pointing a finger at her like she'd already disobeyed him.

"Yes, sir." Kate fought to keep the grin off her face.

"Loki, you know the rules." Fury added before turning around and leaving.

Before the door had even swung closed from Fury's exit, Kate spun around to meet Loki's empty gaze, practically covered in red. The look he wore was off putting, while several patches of dark grey encroached on the crimson. She would have expected him to be just as eager as she to go out and test Fury's patience. Instead, he pulled something small and thin out of his pocket.

At first, Kate thought it was a weird necklace, but then she noticed little blinking lights covering it. The SHIELD insignia glared at her in the dim lighting.

"What is that?" Kate asked gravely. A sinking feeling entered her stomach.

He didn't answer for a quite some time. Just stared at her, pale fingers fiddling with the device.

"Hold still." He said.

Kate did as she was told, but a snippet of fear bit at her trust as the collar was slipped over her head. As soon as it settled on her shoulders, it tightened like a choker around her neck, blinked green, and became inert. She felt the collar tentatively with her finger tips, tracing shallow grooves no ordinary human would ever find, all the while trying to move it. The only headway she made, was it shifting ever so slightly.

Loki looked at her blankly. "This was the only way. I'm sorry Kate."

"What will it do?" she mumbled, continuing to fidget with it. Obviously, it happened to be a tracker, but it had to do more.

"If you get too far out of range, it will vibrate and alert Fury. If you continue to disobey, someone will be sent to get you, forcefully if necessary." He answered. Even after the confession, he seemed to be holding something back. When she wouldn't stop watching him, he added, "And it will inject a heavy dosage of tranquilizer, should you happen to fight back or go too far out of range."

Kate felt a chill trickle down her spine. So this was the price of flying outside. She wasn't sure she wanted to go out anymore. A spark of anger lighted inside her. Why couldn't anyone trust her? She wasn't going to fly away into the sunset!

 _You haven't given them any reason to trust you, remember_? A little voice said. Kate bitterly acknowledge that it was right.

"Why? Does Fury not trust me?" Kate demanded, ignoring the wise voice in her head, still wanting some form of an answer.

"No, he doesn't. If it makes you feel any better, he doesn't exactly confide in me either. So, for the sake of both of us, don't complain." He snarled. And just like that he went from sad friend, to waspish teacher.

He turned around briskly, punched a code into the keypad by the hatch, and turned the wheel. Right before he opened it though, he turned to Kate again. His eyes were cast in shadow by the hat, making him even harder to read.

"Promise me you won't do anything stupid."

"Cross my heart." Kate said, giving him a mischievous smile, something she'd picked up from Wanda.

Loki gave her a disdainful glare, but pushed the hatch open anyway.

Air. Cold, fresh, loud air reached tantalizing fingers into her very soul, taunting her. She longed to jump up and out, to fly far and free. She would have, had the little voice in her head not reminded her that she needed to wait first.

Loki hauled himself out, disappearing for an instant. She caught a glimpse of the blue sky, joy taking over any reservations she had. When it was Kate's turn, she almost launched herself out into the blue, blue sky. The sky! She hadn't seen it in so long. It was so much bluer than she remembered, like sapphire, and the clouds! So white and soft, just inches away. She felt the sun's rays before she saw it. Kate turned her face towards the golden sphere, drinking it in. For about thirty seconds, she forgot about SHIELD, her responsibilities, the collar, and just about everything. But of course, she was brought back to reality.

 _Are you ready, Кейт?_ Wanda asked.

Kate smiled at Wanda. _Yes! I can't believe this!_

 _You know the rules?_

 _Yes_. Kate's excitement dimmed a little as she remembered Fury's threat.

 _The air currents are more likely to fracture your wings if you perform intricate maneuvers._

Kate laughed lightly. _Thanks, Vis_. Kate glanced over at him, and could have sworn she'd seen a flicker of a smile on his face. The two of them stood side by side, elbows brushing. They were far enough away that a normal person wouldn't be able to make out their expressions easily, but it was simple for Kate. Over the past few months, she'd developed a bond with each of her mentors. Wanda was like her older sister, Vision like an odd cousin, and Sam like her brother. Loki was still undecided, though she hoped to eventually get to know him better.

"You ready to go Hot Shot?" Sam clapped her on the shoulder.

"Yeah. Hope you can keep up."

He whistled, eye brows shooting up in mock indignation. "Big words from a little pipsqueak." He teased. Kate shoved him good naturedly, and he maimed falling over.

"You see those red things?" Sam asked, pointing in seemingly random directions. Kate narrowed her eyes, picking out dozens of red globes marring the serene blue of the sky. "Those are a fence. You cross it, well, let's just say Fury won't be pleased. You got enough room for some of the drills we practiced, so that shouldn't be an issue."

Kate nodded, but the spheres cast a dower persona on the happy sky.

"Alright, on my mark." Sam said. He walked to the edge of the carrier, Kate in tow.

 _Loki says, 'Don't do anything stupid, Kate.' Anything you want me to tell him_? Wanda asked.

Kate glanced back at him. With his jet black hair blown to the side and intense green eyes, they gave him a dangerous air, but Kate didn't fear him anymore. Well, maybe a little.

 _Yeah, tell him I said, 'When do I ever?'_

"Now!" Sam yelled to be heard over the wind. He dove off the edge, wings spread to catch the draft. Kate stopped mid leap. For just a moment, a tendril of anxiety wrapped around her mind. Last time she'd done this… No. She would fly this time. She knew how. She would not fall.

Kate dove off the edge, wings tucked firmly. Wind whistled in her ears, slipped under her fur and teased her skin. It was cold, so very cold, but in her ecstasy, she hardly felt a thing. The refreshing wind banished her anxiety. Her wings snapped open, and wrenched her sky ward. The harsh tug caused her to gasp, but Kate reveled in it. This was what flying was supposed to be; dangerous, painful, challenging, but so worth it. The freedom, power, and that tingling in her arms from seeing just how high she was through gaps in the clouds. The ground a patchwork of green and brown. It was without a doubt, her favorite thing in the world.

Kate beat her wings against the air current, managing to get to Sam's level. His mechanical wings didn't need to make as many adjustments as hers, resulting in clean-cut movements, but Kate's remained graceful.

"Alright, we're gonna do that attack formation I taught you last week. Okay?" he yelled. Kate nodded. The wind whipped his words away, but her finely tuned ears caught them. Even so, they would need to find some other way of communication. Yelling wouldn't do.

Sam broke off from their path and coasted forty feet away. They flew parallel, occasionally beating wings. Then, he dived, tucked in his wings and dropped like a stone. Kate circled above him, spotting. When he snapped his wings out again, it was Kate's turn to dive. She followed Sam's example and when she got within fifteen feet of one of the red balls, her wings caught the wind.

"Alright, let's bring the drones out!" he said, winging towards the deck. Kate followed, adrenaline surging through her. Finally, she could fight something.

But, drones? As in, 'robots of death'? No, they had to be practice drones, something she hadn't used yet.

She landed next to Sam, who immediately told her to get back into the air.

She complied, watching the agents bustle around like ants. Soon, a pale grey humanoid shape was drifting close to her. She didn't move to attack, not yet.

"Program on." The drone hummed. It flashed, and a hologram of some winged monster replaced it. Kate's pulse sped. This was what she'd been waiting for. A chance to really attack and test her limits. Her claws slid out, deadly.

During sparring sessions with Sam and Wanda, she'd been constantly stressed about hurting them by accident, but now, no one would care if she ripped this thing to pieces.

Kate didn't wait for the start signal. She launched herself forward, claws reaching forward. Her feet slammed into the belly of the creature, her claws driving into the elbows of the monster. She was momentarily surprised to feel real fur on her skin, but dismissed it.

Her head slipped into attack mode. Kate launched herself off the drone, somersaulting in midair. Her wings splayed out behind her, and she went invisible. Although her fur was completely camouflaged, what was covered by the SHIELD uniform, was not. She had no way of fixing that however. In seconds, she was up and over the drone's head. The thing was scanning the air, searching for a sign of her presence. Kate wrapped her legs around it from behind, and wrenched the head to the side, essentially breaking its neck. The mini air battle lasted seconds.

The hologram flickered, and died. She dragged the surprisingly light drone back to the deck, depositing it in front of a speechless Sam.

"You're ready for the next two challenges." He finally said. Kate beamed, excited.

She ran straight off the Heli carrier's edge, and glided up.

Six drones hummed their way to her level, all flashing on holograms of their own. They started to weave in and out of one another, disorienting her. One flashed behind her, and hit her right between the wing joints. She cried out and struck blindly.

This wasn't going to be so easy.

* * *

Three hours later, Kate was allowed to stop. She'd beaten all the drones they'd pitted her against, but the last two rounds had really strained her. Her wings felt numb, her legs like lead, and arms sore.

She trudged to her room to clean up. Fury wasn't going to let her wander the carrier smelling worse than dog crap; she still had lessons and the rest of her schedule to complete. Yay.

However, once she'd showered off, her bed had been too inviting to ignore. Kate collapsed in a heap, falling asleep before her eyes closed.

* * *

Okay, so I'm so sorry for not updating these past two weeks. I've been at the beach and traveling a ton, so I didn't have much free time to write and edit. I'm really sorry guys. Also, for those of you who know what MBTI is, I took the test from Kate's point of view and she is an ESFJ, the exact opposite of me! I was shocked, but still really cool. Kate is pretty cool. Alright, so school starts next week for me. Highschool! Hopefully, I won't be set back by it.

To the reviewer named 'Someone' thanks so much! I love getting reviews, and when I read yours, I was really grateful. It gave me the motivation to edit!

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	14. Chapter 13

_Where is she?_ Loki wondered, irritated beyond belief. Kate was supposed to meet him in the training hall ten minutes ago. They were then supposed to head down to one of the Interogation rooms that had been remade into what Stark called, an 'Anti-Kate' room. Loki sneered at the name.

The glass was infused with vibranium and three times as thick as it had been previously. The walls were solid concrete, and small devices set in to the corners would easily be able to lock on her and shoot her with a tranquilizer dart. It was where she'd be reintroduced to the avengers. It would be effective if the girl went on a rampage, but there was no doubt in Loki's mind that it would damage her on a psychological level. Her mind was broken enough as it is.

Loki was not looking forward to it. In his opinion, it was a terrible idea. She would end up hurting herself. The enchantment Thanos had cast was solid, and absolute. Slowly familiarizing her with them would do nothing but strengthen it, but he had his orders. His punishment bound him to Thor, who had of course agreed to the idea. The idiot didn't care about Loki's warnings, no he would do as he saw fit. Which was a bad idea.

One of the many bruises that he sported twinged painfully. They hadn't healed properly, even with his limited healing magic, it should have worked by now. Without Kate's knowledge, he and Thor had gone to a small outpost in search of information on her. He'd learned little, the most interesting being the fact that Thanos had three daughter assassins. One went missing. After said knowledge was gained, he got into a fight with a particularly rude creature. The thing gave him several bruises and scrapes, but it had ended up in tank of acid. Loki was pleased with the outcome, but Thor wasn't. A smirk lit his face at the memory.

He checked the clock up on the wall. She was twenty minutes late. Something wasn't right. He didn't care about the girl at all.

 _Liar_. That little voice whispered. As hard as he tried to deny to himself, he did nurture a certain, regard for her. _Liar_. She was his investment, a way to grace himself back into Asgard. _Liar_.

Without even realizing it, his mind was made up. He set off in the direction of her room. When she wasn't training or taking her meals, she was either there or wandering about the carrier. He'd caught her a few times attempting to enter classified rooms, to which he had told her to go ahead and try, if she wanted her wandering privileges revoked. She hadn't seemed too keen to enter after that.

Loki knocked on her door, once, twice, and finally tried the knob. It was unlocked. Kate never left it unlocked. She was incredibly paranoid of an intruder. Kate had once confided in him that she slept with a knife under her pillow and one hidden in her bathroom. In a moment of disdain, he'd said something rather cutting. She hadn't told him anything else after that. In his opinion, she shouldn't be telling anyone anything personal, especially anyone who worked for SHIELD.

He gently pushed the door open, and nearly lashed out from frustration. She was asleep. Curled up like a cat, her fur shades of dark blue and green. Perfectly, annoyingly, peaceful.

He stalked over, and grabbed her by the scruff (she now had one, to Loki's great amusement), and dumped her on the floor. She instantly jumped up, already in battle mode. However, when she did finally process the fact that Loki was indeed there in front of her, she just blinked slowly and turned a dark stormy grey.

"What do you think you were doing?" he seethed.

"I must have dosed off, sorry. Sam had me- "

"I don't care what your earlier training consisted of! You were supposed to be down in the training hall thirty minutes ago!" He nearly yelled, pointing at the door for emphasis. Didn't she understand how serious this was? If she managed to mess up the rest of this operation, not only would Fury revoke privileges, making it harder on Loki to train her, he would also tighten security and Kate would likely never see the light of day again. No matter how much he tried to deny it to himself, he didn't want that for Kate. She had no idea what she was and he wanted to keep it that way. In the last few days, he'd finally figured it out, and it startled him to no ends why he hadn't seen it before.

"I'm… I'm sorry." She stuttered, clearly taken aback at his rage. "I'll do better next time."

 _There won't be a next time!_ He nearly snapped, but instead tried to calm himself. He took a deep breath, smoothing out his shirt.

"Fine. For now, follow me, don't speak unless spoken to, and no matter what, don't make this any worse than it already is." He ground out. She frowned, but nodded.

With Kate in tow, he led her through a maze of narrow passage ways and check points. At each one, he had to resist the urge to scream at the guard to let them through. The idiotic mortal didn't need to check that this was indeed Kate Smithton and Loki Laufeyson.

Finally, they made it. Forty-five minutes late.

Loki ignored the stares of the agents, and placed Kate in the small, heavily fortified room. She didn't argue, but he could see fear in her eyes. He looked away, shame bubbling up slowly. It was ridiculous, but none the less he felt it.

Once he was situated in his own small room, with one door that opened in to the one occupied by Kate, did he tell Fury they were ready.

"We will be discussing punctuality later Loki." He said. Loki rolled his eyes and nodded.

The speaker above his head crackled before Fury's voice replaced it. "Kate, do you know what we are doing today?"

"No."

"Good. We are trying to reintroduce you to some people." He said without preamble.

Loki studied the girl's face closely. It went from nervousness to closed off as soon as the words left Fury's mouth. Kate wasn't stupid. She knew exactly what was going on now.

"Just relax." He added. Loki snorted. Yes, expect the young transformed girl, locked in a small room, to relax.

The room beyond Kate's was empty. The room behind her was were Loki would watch. He waited.

Then, Romanoff appeared on the other side of the glass.

Loki watched in utter fascination. Kate's posture changed, her wings raised threateningly, her tail arced in the air behind her like a scorpion's. Then, a ripple of black flowed across her. Her claws emerged, glinting. Loki noticed that under the lights, the normally soft thick fur, had changed. It took on a dull, metallic quality, and seemed to have flattened more. Loki cataloged all this in his mind, ready to be properly thought out later.

"Hi Kate." The widow's voice was expressionless and betrayed nothing. Kate however, didn't.

With a roar, she launched herself at the glass, claws sliding right off. This only seemed to infuriate her more. Her fur flashed red, and then she disappeared. Her uniform however, did not. Loki watched her stalk around the room, before ending up back in front of the glass.

She flashed back into view, once again jet black.

"Alright, Loki. You're up." Fury said grimly.

Loki nodded. He slowly opened the door, keeping an eye on Kate. Most likely she wouldn't attack him unless he did first. What he hadn't expected was complete disregard. She didn't react. No ear twitch, shifting, or anything she naturally did when she sensed another presence near her. It was baffling. Even with the programming spell, she should still notice him.

The door snapped shut behind him. That got her attention. She spun around, eyes wild, teeth bared, and claws up. Her head was tilted to the side, and she seemed to be analyzing him.

Loki stared her down. He would not be intimidated by her. At the moment she was nothing more than an extremely deadly attack dog. Loki had to make it clear that he was in charge.

He watched intently as the animal that was Kate accepted his dominance. She flicked her head to the side, then turned her attention back to the agent.

"Kate, it's- "She cut her off with a roar, again attacking the glass. Romanoff's eyes widened slightly, and she backed away a little. For once, Loki wasn't amused or smug. She had every reason to fear Kate.

The enchantment was strong. Being in the same room with Kate told him that. There was a current of magic around her that gave him a sick feeling… he recognized that current. Remembered it on him…

"Kate." He said, using the same tone he used during their training.

No response.

"Kate." He repeated.

Nothing.

He sighed. This was not going to be easy.

In two steps, he was right behind her. Carefully, he laid a hand on her shoulder. She spun away from him, growling. Her attention was fully focused on him now. Her pupils had dilated to cover every millimeter of her irises. Her ears were pressed against her head. She was the perfect image of a feral animal, pure and simple.

He snarled back, ready for her attack. But it never came. Instead, she lowered her arms and wings, backing up into the corner, her claws sheathed.

He stared at her. He had distracted her from her target. This wasn't how someone under a programming spell acted. Its purpose was to force the recipient to do something, no matter what. She should be trying to kill him, attack him, something other than submission. There was another force at play here.

"Kate, go over there." He said, pointing to the other corner. She didn't respond, just stared a little over his shoulder, arms tucked against her sides.

This time, he attacked. With no weapons, a normal mortal would be killed quickly by her. But Loki wasn't a mortal. He was a Jotun.

For the first time in months, he let his true form out. Blue skin and red eyes, dark blue veins, and skin colder than ice. He swung at Kate, who quickly ducked away. She lashed out with her claws, but he was too quick. They slammed into the wall at full speed, causing her to yelp. He took the opportunity to aim a kick at her. It connected, but instead of hitting fur, he hit hard scales. Her fur had somehow hardened to a shell, natural armor. With one attack failed, he reached down and placed both hands on her wings, pinning them down. She bucked, thrashed, and yowled, but she couldn't move. Her tail lashed around his legs. It was like a club. Loki growled, pressing harder on her wings.

 _So this is how you beat her_. He thought. _All one has to do is hold them down_.

Finally, she gave up. White foam covered her chin and fangs, her eyes were empty and she looked depleted of energy, but he knew better. Kate had stamina for days. It was unlikely she was tired already, impossible actually.

But he let her up anyways. He had proven to her who was in charge. Now even animalistic Kate would obey him, hopefully.

"Kate, stand over there." He pointed to the corner. She went.

"Kate, do not attack Agent Natasha Romanoff." He commanded. She didn't say or do anything, but he knew she heard.

"Kate, stand down." He said. She visibly relaxed, but her eyes didn't waver.

Loki looked to Romanoff, motioning her to come in. She did, carefully.

Kate didn't so much as glance her way.

"What did you do to her?" she asked.

"I was wrong. It is not an enchantment, but mere brainwashing and torture. Years of it." He supplied.

She was silent for a moment. "Can't you get her to be normal again?"

"No, only her master can."

"Her master? You mean…" she trailed off, staring at the poor girl.

"Yes, Thanos is the only one who can do anything." He spat.

"But she obeyed you. How did you do that?"

"One of his techniques is training his soldiers to obey his officers if he isn't around to give orders. Risky, but everyone fears Thanos enough not to disobey or even think of betrayal. Normally, it's a few well-chosen words and images, but with his personal assassins, it requires a more combative form." He paused before adding. "However, when Thanos shows up, she will default. Any memory of my dominance will be erased."

She nodded. "Why isn't she like this all the time?"

"You, Widow should already know that." He said curtly.

She was quiet. "I thought you weren't allowed to access the files."

"I get bored."

She nodded.

"I'll send Stark in." And with that, she left.

Once she was gone, Kate blinked. She moved slightly. After a minute or so, she seemed to come back to her senses. The black leaked away, a miserable blue taking place.

"Ow." She muttered, before slumping against the wall, a violent display of colors battling across her.

Loki rushed forward to help her down to the floor.

"What happened?" her slurred, eyes darting to everything.

"What do you remember?" he asked.

She frowned, staring at the floor.

"I… a fight. Something red. Pain. Rage. Nothing else." Her eyes widened. "Did I… did I hurt someone?" her voice rose an octave. She seemed on the verge of panic. He could see her starting to shake.

"No, you didn't." he sighed.

She relaxed, but still looked miserable, and exhausted.

He made up his mind. She couldn't do that again. Loki cursed himself for feeling so protective of her.

He left the room and went into the hall outside. Romanoff was giving her report to Fury. That could wait.

"Fury, she's done." Loki told him, giving the director a cold glare.

"Excuse me? She isn't done until I say so. Understood?"

"No. You will drive her insane. I was wrong, this isn't some spell that with time can be broken, it's brainwashing. Torture. The affects are similar, obviously." He said curtly. Fury regarded him coldly.

"The plan continues. You finish your job and nobody else gets hurt."

Loki had to take a moment to calm down. "Oh yes, because it doesn't matter if Kate loses her mind as long as she's your little weapon."

"She isn't a weapon. She's a hero, or will be when her training's done. No, she won't lose her mind because she's tougher than you think. Now, get back in there and do your job, or she will be trained under my guidelines! Got it?"

Loki didn't answer, just turned on his heel and entered the room, not even looking at Kate, who in turn struggled to her feet.

"Can I go?" she asked weakly.

"No."

She gulped, took a couple deep breaths, then sat back down, leaning her head against the wall.

Loki watched in anguish as a single tear leaked from her eye. But he banished the thought away. Fury was right. Kate was tough.

* * *

Natasha was furious with herself. Why had she even suggested this to Fury?

When she had gone into that little room, she had braced herself for what would happen; Kate's attack. What she hadn't thought of, was how shocking it would be. For just a moment, Kate was still herself, and then the beast had emerged, a switch flipped.

Black as tar, and just as dangerous as the Widow herself. No, more than dangerous, deadly.

Nat had watched as Loki tackled Kate and fought her. She'd been worried that he would hurt Kate, but then realized that it wasn't Kate she should stress over, but Loki. She had nearly nicked his throat a few times, and Nat had seen the marks they left on the disemboweled agent.

The man Kate had unwittingly attacked, had died approximately three hours ago. Everyone was under orders not to tell Kate. Besides that, the matter was heavily classified.

Now, the Widow stood against the wall, listening to Loki and Fury argue over Kate. As much as she was loath to admit it, she agreed wholeheartedly with Loki. Kate couldn't do that again. The psychological trauma she would go through was too much.

Nat glanced at the screen across from her. The image of Kate huddled against the wall, caused a stirring of emotion. Familiarity. In that moment, it wasn't a winged girl in there, but a six-year-old Natalia crouched down, awaiting punishment. She blinked, and the memory was gone.

Loki stormed past, heading back into the room. Natasha didn't move. Didn't argue with Fury. Didn't even talk to Tony as he strolled by. What she did do was disappear from the area, in turmoil over memories and the present.

* * *

With each avenger that came in, with each transformation Kate underwent, Loki's patience withered and his rage grew.

By the time Thor came, he was ready to kill. Not Kate though, Fury. The idiotic mortal did not understand what was happening to Kate. She was slowly losing her mind. Even during her episodes, the signs of madness clung like spider webs. Less precision, more recklessness.

Right after Banner had departed, she had curled up and refused to move or even acknowledge him. In any other circumstance, he would not have allowed that.

Loki glanced up at Thor. His brother seemed sickened by the quivering form of Kate. His face was pale and for once Thor's shining confidence had gone up in smoke.

"Kate." He crouched down to her level, laying a gentle hand on her shoulder. She flinched, but adamantly stayed put. "Kate." He tried again, putting a little more authority in his voice. He heaved a sigh. From the perspective of the man in charge, doing this now made sense. After today, Kate would be able to go on missions without being set off. But from the point of view of someone who possessed even a teaspoon of empathy, this was terrible. "I'm sorry." He murmured just loud enough for her to hear. As he stood back up, he wrenched Kate up by the scruff as well. She didn't so much as yelp.

She must have seen Thor, because the beast surfaced. The only difference between now and the past times, was that her efforts were less enthusiastic.

"Kate. Do not attack Thor unless ordered." He said. She stopped, and returned to her corner. _The perfect soldier,_ he thought grimly.

Thor's gaze lingered on her as he left, sadness clouding his eyes.

Loki caught Kate right as she was crumpling to the ground.

Her eyes were closed, as if she were asleep. Sadly, that was not true. Kate merely lacked the energy to open them.

"Sit. Your almost done." He said quietly. She curled herself into a ball, tail wrapped around her legs, wings curled over her shoulders.

She whimpered, but no tears fell.

"Open your eyes." He said, reaching out to put a hand on her arm. As soon as he did, a hiss escaped her, and she pulled away. He let go, frowning.

"Open your eyes." He tried again, putting more force into his words but not raising his tone.

She whimpered again, curling into herself even tighter still.

"Kate, open your eyes." Even though it tore at his heart, he used the tone she associated with training.

Her eyelids twitched, slowly fluttering open.

Loki felt his hard mask crack. Deep pain fractured her spirit. He could see it, almost feel it himself. Kate was breaking, and it wasn't her fault or even the Avengers, as much as he hated to admit it. It was Thanos's. The flame of hate Loki harbored for the titan grew stronger. He knew what he had to do.

Reaching out, he put one hand on Kate's forehead and murmured a simple spell. Her face became serene. With little difficulty, he scooped her up and carried her out.

Once he entered the hallway, the guards tensed, looking to Fury for directions.

"What the hell do you think you're doing?" he asked, giving the guards a pointed look. They drew their guns, circling around him.

"She's had enough." Loki said simply, voice unemotional.

Fury gave him an incredulous look. "I'll tell you when she's had enough, understood? Get back in there, and finish!" he jabbed a finger at Kate, and then the room behind them.

"No." Loki snarled darkly. This petty mortal could do nothing to him.

Fury's face took on a dangerous quality. "Fine. Have it your way."

He flicked a finger at a guard behind Loki, who whirled around. A small compact weapon, resembling a mortal gun, was aimed at Kate. However, it was green, with a symbol imprinted on the side.

"That is the most powerful stimulant in the world. If you don't put her back, she won't sleep for another two days. I've heard that it's painful to be under, for the first few hours. After that, the effects are more permanent. I wouldn't ever use it on one of my own, but I think Kate can handle it."

Loki snorted. "And you called me a monster."

"I never said I wasn't."

Taken slightly aback by his statement, Loki was silent.

The heavy tread of footsteps reached his ears before they did Fury's. He hoped that the owner was not another mortal moron. "Fury, what is this?" Loki had never been so happy to hear the Captain's voice.

"None of your concern, Rogers." He replied calmly. Loki's back was to the men, blind to the interaction.

"I think it is if one of my team is involved."

"She isn't part of your team, not yet any way."

"And not at all if you have it your way." Rogers said, anger in his tone.

"Been snooping, have you?" Fury asked calmly. "If you have any issues you can take them up with me later."

"Don't worry, I will. Loki, where are you taking her?" the Captain asked.

Slowly, he turned to face them, effectively shielding Kate from the gun.

"To her room, where she should be." He replied, focusing on Fury. Loki gave the man the coldest glare he could. To his credit, he didn't flinch, but there was a bit of fear in his eyes that gave Loki great pleasure.

Rogers nodded, motioning for the guards to move. They cast weary glances to one another, unsure who to follow.

Finally, they moved, defaulting to the Captain. For once, Loki silently thanked the Captain for being who he was.

Fury didn't say a word.

As he walked by, Loki shot the enraged director a cocky smirk.

Rogers gave him a cool look. Was that respect in his eyes? Maybe.

Loki carried her to her room, aware the Captain was following at a distance.

He put her on the bed, and left.

As he was turning away, the Captain caught his arm. Loki turned to look at him coolly.

"What was that?" he asked, nodding at Kate's closed and locked door.

"Regarding what you know about me, Captain, I do know when it's time to quit." He said lowly, pulling his arm away from him.

"I was wrong about you. I'm sorry." He said, genuinely apologizing.

Loki could have laughed, and did as a matter of fact. "Don't judge me too early." And with that, he left.

* * *

Okay, so I love Mondays now because I love to post! I think I look forward to this more than you guys do sometimes. Today was my first day of high school! Hopefully, it wont' impede on my updates and quality. Man you seniors are tall! Hope you guys liked this chapter, things are going to start falling into place soon. You will definitely see more Astra next chapter. It's so weird for me to read my own work. I can't believe I started this last in May of 2015! I hope my writings gotten better. From the bottom of my heart, I want to thank my AMAZING followers, AWESOME favoriters, and UNBELIEVABLY HEROIC reviewers. It's you guys who keep me going! Thanks so much! Please REVIEW, FAVE, and FOLLOW!


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